Convening the general meeting yourself as a shareholder

A general meeting is always convened by the administrative body. But as a shareholder, can I convene this general meeting myself?

This administrative body decides when they will be doing so and determines the agenda. However, they are obliged to convene the general meeting at least once a year. This is the so-called ‘ordinary general meeting’, ‘annual meeting’ or ‘statutory general meeting’. The date and place of this general meeting is determined in the articles of association and this meeting has a fixed agenda where at least the annual accounts, the discharge of the directors and the distribution of profits or losses are voted on.

A shareholder can also convene the general meeting. In fact, as a shareholder, you can require the the administrative body to convene the general meeting. The requirement is that the requesting shareholder(s) hold at least 10% of the shares or capital.

If this condition is fulfilled, shareholder(s) shall address a written request to the administrative body to convene a general meeting. This must include at least the proposed agenda items of the requesting shareholder(s).

Following this request, the administrative body is obliged to convene the general meeting within 3 weeks by sending an invitation to all shareholders of the company and with at least the agenda items as requested by the shareholder(s). In case of non-compliance, the directors run the risk of directors’ liability.

Do you have any further questions about the general meeting? If so, please contact Jan Baptist Cooreman.

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