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Under the buyout scheme, a major shareholder holding at least 95% of the shares can forcibly buy out the remaining minority shareholders via the Enterprise Chamber (Article 2:92a / 2:201a of the Dutch Civil Code). This allows you to terminate an unworkable shareholder relationship and consolidate all shares into a single ownership.
What is the buyout scheme?
The buyout scheme enables a shareholder who, alone or together with group companies, holds at least 95% of the issued capital, to compel the remaining shareholders to transfer their shares. To this end, the major shareholder files a claim with the Enterprise Chamber.
Difference from the dispute resolution procedure
Unlike the statutory dispute resolution mechanism (expulsion and withdrawal), which is based on misconduct or being trapped, the buyout scheme is a purely numerical route: at 95% or more, the major shareholder can buy out the shares without having to prove culpable conduct. The goal is the efficient concentration of all shares.
The price determination
The Enterprise Chamber determines the price of the shares to be bought out, if necessary with the assistance of experts. The minority shareholders therefore receive fair compensation for their shares, as determined by the court.
When is this useful?
The arrangement can be used to get rid of a troublesome or passive minority, to simplify the structure, or in the context of an acquisition. If you meet the 95% threshold, it is an effective way to acquire all shares.
Frequently Asked Questions
When can I use the buyout scheme?
If you (possibly together with group companies) hold at least 95% of the capital, you can buy out the minority via the Enterprise Chamber.
Do I have to prove misconduct by the minority?
No. The buyout scheme is a numerical route; culpable conduct is not required, unlike in the case of expulsion.
Who determines the price?
The Enterprise Chamber determines the price, if necessary with the assistance of experts, so that the minority receives fair compensation.
Concentrate shares or resolve a conflict?
Our legal experts and lawyers advise on buyouts and disputes and draft shareholders' agreements . View our corporate lawteam or schedule a free consultation.
