Corporate Law - Minority Shareholders' Rights Under Belgian Law

The rights of minority shareholders in a public limited company ("S.A./N.V.") can be summarised as follows.

1. Quorum and majority requirements

Resolutions of shareholders' meetings are usually adopted by a simple majority of the votes cast, regardless of the number of shares present or represented.

However, for certain important decisions, quorum requirements (usually at least 50% of the company's capital) and majority requirements must be satisfied. The main majority requirements are as follows:

(i) 80%: for any amendment to the purpose clause, acquisition of own shares or acceptance in pledge of own shares;

(ii) 75%: for any other amendment to the Articles of Association, increase or decrease of capital, dissolution, issue of shares below par value, exclusion or limitation of the preferential subscription right, issue of convertible bonds or subscription rights (warrants), merger or split;