Track Record: Shareholders' Meeting Annulled Due to Defective Notice

Mr. Vincent Besters represented an entrepreneur in a dispute over invalid shareholders' meetings

In May 2025, the Amsterdam District Court ruled in summary proceedings in which mr. V.M. Besters acted as counsel for the defendant: an entrepreneur who, as director and 50% shareholder, had become embroiled in a protracted conflict with her co-shareholder over the management of a hospitality company.

What was the case about?

The case centred on the question of whether shareholders' meetings (AVAs) had been validly convened. The opposing party — the other 50% shareholder — sought in summary proceedings to have the resolutions adopted at those meetings suspended or annulled. Her position was that she had not been properly notified and had therefore been deprived of her right to attend and vote.

The key disputes were:

• Two shareholders' meetings had taken place (February and March 2025) for which notice was given exclusively by registered letter.
• The opposing party claimed she never received the letters — the registered mailings were left uncollected.
• She argued that notice by email, which had become customary practice, had been omitted.

What did the court decide?

The preliminary relief judge ruled in favour of the claimant. The court held that although the notice was formally in line with the articles of association, the standards of reasonableness and fairness (Section 2:8 of the Dutch Civil Code) required the defendant, given the circumstances, to verify whether the letters had actually reached the other shareholder.

Crucial to this finding was the court's assessment that notification by email had been the customary practice between the parties since at least May 2023. By reverting to registered letters only — knowing that earlier registered mailings had gone uncollected — the defendant acted contrary to the duty of care owed to a fellow shareholder.

The resolutions adopted at the meetings were suspended.

What does this mean for entrepreneurs?

This ruling illustrates an important principle in corporate law: formal compliance with the articles of association is not always sufficient. Reasonableness and fairness may impose additional requirements, particularly where shareholders are already in conflict and communication patterns have changed.

Practical takeaways:

• Record which method of convening is customary within your company, and do not deviate from it without good reason.
• If you know that earlier notices failed to reach a co-shareholder, you are required to exercise extra care.
• In escalating shareholder disputes, it is advisable to seek legal advice before convening meetings.

Case Reference

This post is based on ECLI:NL:RBAMS:2025:3724.

Mr. V.M. Besters acted as counsel for the defendant in this case.