What are the rights and powers of the shareholders?

The shareholders are the owners of the company. If they own at least 1% of the shares, they have the right to put items on the agenda of the general meeting. Other important rights of the general meeting include approving or dismissing of the company’s financial statements and having the power to appoint and dismiss directors of the board of directors. With regard to the statutory two-tier board companies (structuurvennootschappen), this right is transferred to the supervisory board or the non-executive directors, where they exist.

The articles of association may stipulate that a body of the company (for instance, the general meeting of shareholders) has the power to bindingly instruct the board of directors. However, if the aforementioned instruction conflicts with the interests of the BV, the board of directors may decide otherwise.

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