(NON)MANDATORY RULES INDUTCH CORPORA TE LAW Iteration of the articles, all shareholders not meeting the requirements are either exempted or have to have voted in favour of the alteration. The requirements for shareholders may not be too restrictive, as to make a share transfer impossible or extremely difficult. 44 If the shareholder does not meet the requirements, the articles may suspend the exercise of his voting rights, his right to participate in the general meeting and his right to receive dividend (art. 2: 87b/195b). After three months, either his shares may be compulsorily transferred -when provided for in the articles+5-or the suspension is removed. A shareholder may, however, not be obliged to sell his shares on the resolution of a company s organ, unless accompanied by a shareholders ince the purpose of the statutory restrictions of share transfers is to ensure an intuitu personae character of the com pany -a wider am than merely restricting shareholders rights-, some authors contend that a shareholders agreement contrary to the statutory provisions would be null and void. 47 Other authors express a more liberal view. 48 6.3 Shareholders'rights Under Dutch law, every shareholder has at least one vote (art. 2: 1 18/228 BW), except for the company or its subsidiary which may not exercise the votings rights attached to the shares it owns in itself. However, certa in restrictions on voting rights treallowed. The articles may restrict the numberof votes to be exercised by the same shareholder to a maximum of six(three in case of a share capital of less than a hundred shares)votes per shareholder, provided that it is proportionate and equally applied to all shareholders with the same amount of shares. As mentioned above, the exercise of the voting right may be suspended as long as a shareholder does not fulfil the obligations arising from statutory ns or provisions in the articles, or he does not meet a requirement stipulated in the articles. Dutch law does not recognize shares without votingrights. The law practice has created certificaten instead A company which wants to lim it its shareholders influence may decide to certify its shares. This means that the shares are being held by a trustee-like institution, the administration office(administratiekantoor), which usually is a foundation(stichting). The adm inistration office issues certificate which give the certificate holder a right to the econom ic benefit of the shares. the adm inistration office, as the owner of the shares, exercises the voting rights, having rega rd to the interests of both the company and the certif icate holders. This construction is often Pursuant to art 2: 87a/195a BW may the articles state that shareholder s required to transfer his shares in circumstances clearly specified in the articles Handboek, o c, nr 181.5. ASSER-MAELJER, o.c. nr 220 Handboek, o.c., nr 181.6 E. g. SCHWARZ, Blokkerng van aandelen, Monografieen vanwege het Van der Heijden-nstituut deel 27, Deventer 1986, p. 67. DORTMOND, Stemovereenkomsten rondom de(NON) MANDATORY RULES IN DUTCH CORPORATE LAW 11 alteration of the articles, all shareholders not meeting the requirements are either exempted or have to have voted in favour of the alteration. The requirements for shareholders may not be too restrictive, as to make a share transfer impossible or extremely difficult.44 If the shareholder does not meet the requirements, the articles may suspend the exercise of his voting rights, his right to participate in the general meeting and his right to receive dividend (art. 2:87b/195b). After three months, either his shares may be compulsorily transferred - when provided for in the articles45 - or the suspension is removed. A shareholder may, however, not be obliged to sell his shares on the resolution of a company s organ, unless accompanied by a shareholders agreement.46 Since the purpose of the statutory restrictions of share transfers is to ensure an intuitu personae character of the company - a wider aim than merely restricting shareholders rights -, some authors contend that a shareholders agreement contrary to the statutory provisions would be null and void.47 Other authors express a more liberal view.48 6.3 Shareholders' rights Under Dutch law, every shareholder has at least one vote (art. 2:118/228 BW), except for the company or its subsidiary which may not exercise the votings rights attached to the shares it owns in itself. However, certain restrictions on voting rights are allowed. The articles may restrict the number of votes to be exercised by the same shareholder to a maximum of six (three in case of a share capital of less than a hundred shares) votes per shareholder, provided that it is proportionate and equally applied to all shareholders with the same amount of shares. As mentioned above, the exercise of the voting right may be suspended as long as a shareholder does not fulfil the obligations arising from statutory provisions or provisions in the articles, or he does not meet a requirement stipulated in the articles. Dutch law does not recognize shares without voting rights. The law practice has created certificaten instead. A company which wants to limit its shareholders influence may decide to certify its shares. This means that the shares are being held by a trustee-like institution, the administration office (administratiekantoor), which usually is a foundation (stichting). The administration office issues certificaten which give the certificate holder a right to the economic benefit of the shares. The administration office, as the owner of the shares, exercises the voting rights, having rega rd to the interests of both the company and the certificate holders. This construction is often 44. Handboek, o.c., nr. 181.4. 45. Pursuant to art. 2:87a/195a BW may the articles state that a shareholder is required to transfer his shares in circumstances clearly specified in the articles. 46. Handboek, o.c., nr. 181.5. 47. ASSER-MAEIJER, o.c., nr. 220. Handboek, o.c., nr. 181.6. 48. E.g. SCHWARZ, Blokkering van aandelen, Monografieën vanwege het Van der Heijden-instituut deel 27, Deventer 1986, p. 67. DORTMOND, Stemovereenkomsten rondom de eeuwwisseling, Deventer 2000, p. 21