MEINEMA even state that a company s organ may decide to impose additional obligations to shareholders, which have to be specifically described in the articles 38 A shareholders agreement containing additional contributions itself an expression of the will of the shareholder, and would therefore be in conformity with art.281/192BW The exact scope of art. 2: 81/192 BW is not clear. Since an extensive interpretation of the obligations would subject virtually all alterations of the articles to a unanimity requirement, authors have sought to limit its scope to contributions made to the company, or by excluding obligations conceming the structure and organisation of the company 9 If a shareholder fails to fulfil hi 6.2 Freedomto transfer shares Mandatory rules restricting the transfer of shares apply only to the bv. Unless the articles state otherwise, a shareholder is free to transfer his shares to his spouse or registered partner, to his relatives up to the second degree and to his co-shareholders All other transfers must be subject to a share transfer restriction clause(art. 2: 195 W). a shareholder who wants to transfer his shares is either obliged to obtain prior approval of a designated organ#0 of the company, or has to offer the shares to his co-shareholders first. If the approval is denied or the co-shareholders do not accept his offer, the articles may state that he has to offer the shares to other parties appointed by the designated organ. The articles may conta in a combination of the two options, e.g. for different chsses of shares 4I On the request of the offering shareholder, the buyers must pay a price determined by an independent expert. The articles may give criteria for the valuation of the shares. A shareholder is always entitled to receive the price determined by the independent expert in cash. 42 For NVs restrictions on share transfers are optional(art. 2: 87BW) Another means of restricting the transfer of shares can be created by obliging the shareholders to meet certa in requirements.43 For instance, the articles may allow a shareholder only to be a natural person, a govemment agency or a mem ber of an independent profession. The articles may also require a shareholder to own no more than x of the shares or to participate in a voting agreement Requirements may not be im posed aga inst the shareholder s will. For if the requirements are set by an 38. Handboek, o c, nr 172. Cf WESTBROEK, De nieuwste druk van het Handboek, Naamloze Vennootschap 1977, p 149. DORTMOND, Enige beschouwingen rondom aandelen, Monografieen vanwege het Van d Heijden Instituut deel 31, Deventer 1989, P 43 An organ of the company may be the shareholders meetng, a priorty shareholders meeting (see infia paragraph 6.2), the executive board, the supervisory board and the pont meeting of the executive and supervisory board, art. 2: 78a/189aBW Hoge Raad 31 December 1993, Nederlndse Junispnadentie 1994, 436( Verenigde ASSER-MAELJER, oC, nr 219 ASSER-MAELJER, O.c. nr 217.MEINEMA 10 even state that a company s organ may decide to impose additional obligations to shareholders, which have to be specifically described in the articles. 38 A shareholders agreement containing additional contributions is in itself an expression of the will of the shareholder, and would therefore be in conformity with art. 2:81/192 BW. The exact scope of art. 2:81/192 BW is not clear. Since an extensive interpretation of the obligations would subject virtually all alterations of the articles to a unanimity requirement, authors have sought to limit its scope to contributions made to the company, or by excluding obligations concerning the structure and organisation of the company.39 If a shareholder fails to fulfil his obligations, the articles may withdraw his voting rights (art. 2:118/228 BW). 6.2 Freedom to transfer shares Mandatory rules restricting the transfer of shares apply only to the BV. Unless the articles state otherwise, a shareholder is free to transfer his shares to his spouse or registered partner, to his relatives up to the second degree and to his co-shareholders. All other transfers must be subject to a share transfer restriction clause (art. 2:195 BW). A shareholder who wants to transfer his shares is either obliged to obtain prior approval of a designated organ40 of the company, or has to offer the shares to his co-shareholders first. If the approval is denied or the co-shareholders do not accept his offer, the articles may state that he has to offer the shares to other parties appointed by the designated organ. The articles may contain a combination of the two options, e.g. for different classes of shares.41 On the request of the offering shareholder, the buyers must pay a price determined by an independent expert. The articles may give criteria for the valuation of the shares. A shareholder is always entitled to receive the price determined by the independent expert in cash.42 For NVs restrictions on share transfers are optional (art. 2:87 BW). Another means of restricting the transfer of shares can be created by obliging the shareholders to meet certain requirements.43 For instance, the articles may allow a shareholder only to be a natural person, a government agency or a member of an independent profession. The articles may also require a shareholder to own no more than x % of the shares or to participate in a voting agreement. Requirements may not be imposed against the shareholder s will. For if the requirements are set by an 38. Handboek,o.c., nr. 172. 39. Cf. WESTBROEK, De nieuwste druk van het Handboek, Naamloze Vennootschap 1977, p. 149. DORTMOND, Enige beschouwingen rondom aandelen, Monografieën vanwege het Van der Heijden Instituut deel 31, Deventer 1989, p. 43. 40. An organ of the company may be the shareholders meeting, a priority shareholders meeting (see infra paragraph 6.2), the executive board, the supervisory board and the joint meeting of the executive and supervisory board, art. 2:78a/189a BW. 41. Hoge Raad 31 December 1993, Nederlandse Jurisprudentie 1994, 436 (Verenigde Bootlieden). 42. ASSER-MAEIJER, o.c., nr. 219. 43. ASSER-MAEIJER, o.c., nr. 217