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Non-voting shares are shares without voting rights at the general meeting — but with a right to dividends and assets. Shares without profit rights are the reverse: they have voting rights, but no right to profit or assets. Since the Flex-BV Act (2012), both are possible in a Dutch BV (Article 2:228 of the Dutch Civil Code). Both require an explicit provision in the articles of association — no transitional provisions, agreed upon in advance.
The short answer
- Non-voting shares: rights to profits and capital, but no vote. For those who participate in the value but not in the management.
- Non-profit-sharing shares: voting rights, but no profit or capital. For those who want control without an economic interest — rare, but exists.
- Both require a statutory provision at the time of incorporation or via an amendment to the articles of association.
Non-voting shares in practice
Non-voting options work for situations where you want to let someone share in the increase in value without giving them control:
- Employee participation. An employee receives shares to benefit from growth, but the board retains operational decision-making authority.
- Family holdings. Children receive a share of the value; parents continue to manage until the transfer.
- Non-interference investors. A passive investor who has no time or expertise for strategic decisions.
- Remuneration via shares. Sometimes used in startups as an alternative form of remuneration, without the recipient having a say in the decision-making.
A statutory restriction: at least one share must have voting rights. A private limited company consisting exclusively of non-voting shares is not possible — there must be a shareholder with voting rights to make decisions.
Non-profit-sharing shares: rarer but existing
Non-profit-sharing shares grant voting rights without economic interest. Practical utility:
- Administrative Office Foundation (STAK). The STAK often holds non-voting shares to retain control, while certificate holders retain the economic interest.
- Directors without economic interest. An independent director who participates only in decision-making, not in dividends.
- Founders after exit. A founder who sells their shares but remains involved can retain a symbolic voting share.
Just as with non-voting shares: at least one share must have profit entitlement — otherwise, there would be no one to receive the dividend.
The statutory requirements
The articles of association must clearly state:
- What species it is and how it is designated (often letter parts).
- Which rights are/are not attached to the class (voting, profit, assets, meeting, liquidation).
- Any special arrangements — e.g. meeting rights without voting rights (this is permitted; meeting and voting can be legally separated).
- How transmission is regulated for this species.
For the general operation of letter shares: letter shares.
Tax considerations
- Substantial interest (Box 2). Non-voting shares count towards the 5% threshold.
- Employee participation. When shares are issued to employees, payroll tax may apply if the shares are issued below market value.
- Gift tax. In the case of a transfer without a market-conform price (especially in the case of a family head), gift tax comes into play.
Discuss this in advance with a tax advisor or accountant — especially for family or employee structures.
When yes, when no?
Quite useful:
- Allowing employees to share in growth without control.
- Family transfer in stages — first non-voting shares, later full transfer.
- STAK structures for family businesses or foundations.
- Investors who only want a return.
Preferably not:
- One-person BV — unnecessarily complex.
- Situations involving already functioning cumulative preference shares or veto rights.
- When a simple shareholders' agreement already regulates the arrangements.
Honest recommendation
Non-voting or non-profit shares are powerful instruments for specific situations — especially employee participation and family heads. For the average SME BV, they are overkill. Assess whether a shareholders' agreement would achieve the same result without the statutory complexity.
For the complete share package: how shares work in a BV. For the related agreements: shareholders' agreement.
Frequently Asked Questions
Shares without voting rights at the general meeting, but with a right to profits and capital. The holder shares in the increase in value but does not participate in decisions regarding strategy or management. Particularly useful for employee participation schemes and family holdings.
Shares that grant voting rights but no right to profit or capital. Rarer than non-voting shares — used for STAK structures, independent directors, or founders who remain symbolically involved after exit without economic interest.
No. At least one share must have voting rights — otherwise there would be no decision-making body. The same applies to shares without profit rights: at least one share must have profit rights to be eligible to receive dividends.
For employee participation where you want to share value without giving away control; for gradual family transfer; for passive investors who do not want interference with operational decisions. Not sensible for typical one-person limited liability companies.
Yes, provided the articles of association stipulate this — meeting rights and voting rights are legally separable. Many shareholders without voting rights retain meeting rights (observing what happens) without voting.
Yes. For the 5% threshold of substantial interest in Box 2, the number of shares counts, regardless of voting rights. An employee with more than 5% non-voting shares is therefore a substantial interest holder and falls under Box 2.
If the current articles of association only provide for ordinary shares: yes, an amendment to the articles of association to introduce shares without voting or profit rights. Costs €400 – €750 at the notary. You can include it directly in the articles of association at the time of incorporation.
