Shareholder disputes
Everest (anti)fraud chooses with you the claim that best fits your goal, and conducts the procedure before the enterprise court, from the writ to the judgment. When talking no longer helps, this conflict resolution procedure page sets out the legal routes to settle a shareholder dispute in court: the exclusion claim, the appointment of an expert, and director liability. Everest (anti)fraud looks with you at which route fits your file.
Which court hears a shareholder dispute, and with which claims?
Article 574 of the Belgian Judicial Code gives the enterprise court jurisdiction over any dispute concerning a company, and over disputes between its former, current or future shareholders.
Article 574, 1°, of the Judicial Code gives the enterprise court jurisdiction over disputes concerning a company, and over disputes between its former, current or future shareholders. For the exclusion and the withdrawal themselves, Article 2:62 of the Code of Companies and Associations brings the claim specifically before the chairman of the enterprise court at the company’s seat, sitting as in urgent proceedings, with the company as a required party.
For an exclusion claim, a group of shareholders in a private limited company must together hold 30% of the votes or of the profit rights, and in a public limited company, 30% of the votes or of the capital. No threshold applies to a withdrawal: any shareholder can apply for good cause to have his own shares taken over.
Alongside those two claims, Article 5:106 of the same Code lets shareholders of a private limited company holding at least 10% of the shares have an expert appointed in urgent proceedings to examine the books, the accounts and the transactions of the company’s bodies. That inquiry is appropriate where there are signs the company’s interests are seriously at risk, even before an exclusion or a withdrawal is on the table.
A director owes the company the proper performance of his task, and is only liable for decisions that clearly fall outside the margin within which normally prudent and careful directors could reasonably differ. The statutory liability cap, which runs between 125,000 and 12 million euros depending on the company’s size, disappears in the case of a serious fault, fraudulent intent or an intent to cause harm.
How does Everest (anti)fraud guide a procedure in a shareholder dispute?
When talking no longer helps, we look together with you at the legal options for resolving the conflict. That can be an exclusion claim against a fellow shareholder, the appointment of a corporate law expert to examine the books, a director liability claim, or, where the facts justify it, a criminal complaint.
No writ has been served yet, we first check as part of preventive advice whether your articles already ease the procedure, and as part of conflict management through mediation whether a solution without court remains possible. Where the conflict comes with a bankruptcy or a liquidation, our page on conflicts after bankruptcy sets out the claims that apply there specifically.
Our page for company directors sets out the liability rules a claim against a director rests on. Our approach to shareholder disputes in general sits among our practice areas, with closed files among our references.
Frequently asked questions
Which court hears an exclusion claim?
The chairman of the enterprise court at the company’s seat, sitting as in urgent proceedings. Article 2:62 of the Code of Companies and Associations requires the company itself to be cited as a party, so it can inform the other shareholders.
When can a shareholder apply for a judicial expert inquiry?
Where there are signs that the company’s interests are seriously at risk or threaten to be. Article 5:106 of the Code of Companies and Associations requires, in a private limited company, at least 10% of the issued shares, and lets the chairman of the enterprise court appoint an expert in urgent proceedings.
When does a director’s liability cap disappear?
In the case of a minor fault that occurs habitually rather than by accident, a serious fault, fraudulent intent or an intent to cause harm. Article 2:57, paragraph 3, of the Code of Companies and Associations then removes the statutory cap entirely.
Does a threshold apply to a shareholder withdrawal?
No threshold applies to a withdrawal: any shareholder can apply for good cause to have his own shares taken over. For an exclusion claim, a group of shareholders in a private limited company must together hold 30% of the votes or of the profit rights, and in a public limited company, 30% of the votes or of the capital.