Legal questions about shareholding?

Questioner

Dear, I am a shareholder of a Bv (15%). Now the director and also the largest shareholder (70%) has, on his own initiative, without consultation and without informing the other shareholders, increased the management fee he receives by €95,000 in 2012. This came to light at the AGM where the figures had to be approved. In the same year, he also requested a deferral of payment from the tax authorities for payroll tax. Two questions: 1: Would this be a reason for the tax authorities to investigate this? 2: Can he simply increase the fee and what are the options to do about it? For example, is he obliged to reverse this until he has made it known to the other shareholders?

Lawyer

This is usually not allowed 'just like that': it must be decided in the AGM. Of course, you will always lose out to the majority shareholder, but 'just like that' increasing without an underlying decision is not allowed as a rule. The problem is that if you cannot reach an agreement, you will enter an endless process of summary proceedings back and forth, or an investigation procedure by the Enterprise Chamber of the Amsterdam Court of Appeal. You would be better off, in accordance with the dispute settlement rules in the articles of association, requesting binding advice or appointing arbitrators who will pronounce a judgment on the admissibility of this course of action. You could also consider offering your 15% share to the majority shareholder. It will probably not be a fruitful collaboration. You will need to discuss the fiscal aspects of this matter with a tax specialist; I am not a specialist in this area.