This fifth PwC legal brochure, dealing with shareholder agreements, will focus solely on the latter sub-category of clauses that have a direct or indirect impact on the exercise of their political rights on a luxembourg company. As always, it will only deal with these clauses in limited companies and limited companies. Another part of the teaching considers the Strever that these clauses would be valid. According to this doctrine, there is no text prohibiting the transfer of the right to vote, so that, like the other rights attached to the action, it would constitute a specific right for the shareholder who could freely cede it. This part of the doctrine can support his position and support his thesis on the recent reform of the LCC. With the reform of the LCC in 2016, the legislature has greatly weakened the essential and sacred nature of the right to vote. In particular, by allowing non-voting shares without voting rights, without the need to grant preferential rights to financial rights, the suspension of the voting rights of certain failing shareholders by the governing body or the renunciation of shareholders to all or part of their voting rights.  Article 544 of the Belgian Corporate Code provides that the statutes „may limit the number of votes of each shareholder at general meetings, provided that this limitation is imposed on all shareholders, regardless of the number of shares he votes.“ How the company is managed: the agreement should define the types of decisions that the directors can make themselves, which must be put to the vote, voting procedures and whether they need a majority vote (50%), a special majority (75%) absolute majority (100%). Out: The agreement should define an exit strategy. This highlights people`s rights from the beginning.
Examples of exits include buying shares, listing the company on sale or stock exchanges. The agreement is expected to define both voluntary and forced share sales. The Companies Act of 1993 (the law) removes the requirement for a company to have its own constitution. On the other hand, companies that do not have a constitution are governed by the law that defines their rights, powers, obligations and obligations, which is why the law is commonly referred to as a company`s „standard constitution.“ Do you need the development or revision of a shareholder contract? Or do you want more information about voting rights or shareholder agreements? So, please, contact us. One of our business structuring experts is happy to answer your questions.