A draft bill n°. 1086-1 (1993-1994), modifying Company Law, introduces the compulsory buy-out of minority shareholders. The draft bill is currently under discussion before Parliament (the Chamber of Representatives has approved the draft bill and sent it on to the Senate for approval).
Article 56 of the draft bill allows the shareholder(s) of a limited liability company (B.V.B.A./S.P.R.L., or N.V./S.A., which has not launched a public solicitation of investors), who hold(s) at least 30% of the voting rights, to start a proceeding before the President of the Commercial Court to squeeze out a shareholder whose behaviour is detrimental to the company. The requirement of 30% of the voting rights can be met either by one shareholder acting independently or by several shareholders filing the request jointly.
If the parties disagree on the purchase price, the President will appoint an expert. The President will then order the transfer of shares to the plaintiff(s) against the payment of the purchase price in immediately available funds. The shares are transferred pro rata the shareholders' participation in the company, unless agreed otherwise.
A similar procedure is set forth in Article 57 of the draft bill, allowing the shareholder who has suffered damages as the result of the behaviour of another shareholder to sell his shares to that other shareholder, provided, however, that the damages suffered are so extensive that it would be unreasonable to require the continuing participation of that shareholder in the company. In the event the purchase price, as determined by the President of the Commercial Court, has not been paid within two months of the President's order, the concerned shareholder may request the court to wind up the company.
Finally, Article 58 of the draft bill makes it possible for the shareholder(s) holding 95% of the voting rights in an N.V./S.A. to squeeze out the remaining shareholder(s).
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.
De Bandt, van Hecke & Lagae - Brussels. (32-2)517.94.86.
Article 56 of the draft bill allows the shareholder(s) of a limited liability company (B.V.B.A./S.P.R.L., or N.V./S.A., which has not launched a public solicitation of investors), who hold(s) at least 30% of the voting rights, to start a proceeding before the President of the Commercial Court to squeeze out a shareholder whose behaviour is detrimental to the company. The requirement of 30% of the voting rights can be met either by one shareholder acting independently or by several shareholders filing the request jointly.
If the parties disagree on the purchase price, the President will appoint an expert. The President will then order the transfer of shares to the plaintiff(s) against the payment of the purchase price in immediately available funds. The shares are transferred pro rata the shareholders' participation in the company, unless agreed otherwise.
A similar procedure is set forth in Article 57 of the draft bill, allowing the shareholder who has suffered damages as the result of the behaviour of another shareholder to sell his shares to that other shareholder, provided, however, that the damages suffered are so extensive that it would be unreasonable to require the continuing participation of that shareholder in the company. In the event the purchase price, as determined by the President of the Commercial Court, has not been paid within two months of the President's order, the concerned shareholder may request the court to wind up the company.
Finally, Article 58 of the draft bill makes it possible for the shareholder(s) holding 95% of the voting rights in an N.V./S.A. to squeeze out the remaining shareholder(s).
The content of this article is intended to provide general information on the subject matter. It is therefore not a substitute for specialist advice.
De Bandt, van Hecke & Lagae - Brussels. (32-2)517.94.86.
