Shareholders' rights in private and public companies Country Q&A tool

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Types of limited companies and shares

1. What are the main types of companies with limited liability and shareholders? Which is the most common? Which type do foreign investors most commonly use?
 
2. What are the minimum share capital requirements for companies?
 
3. Briefly set out the main types of shares typically issued by a company and the main rights they provide. Set out the other main financial instruments (for example, bonds) and participation instruments that can be issued by a company.
 
4. What is the minimum number of shareholders in a company?
 

General shareholders' rights

5. What are the general rights of all shareholders? How can shareholders' rights be varied (for example, additional rights attaching to a class of shares, or limitations on shareholders' rights)? Are such variations generally provided in the company's bye-laws and shareholders' agreements?
 
6. Briefly set out the rights of minority shareholders and the shareholding required to exercise such rights.
 
7. How influential are institutional investors and other shareholder groups in monitoring the company's actions (for example, corporate governance compliance)? List any such groups with significant influence in this area.
 

General meeting of shareholders

Calling a general meeting

8. Does a company have to hold an annual shareholders' meeting? If so, when? What issues must be discussed and approved? Which decisions must be approved by the shareholders in a general meeting?
 
9. Can a general meeting be held by telecommunication means or written/electronic approval?
 
10. What are the notice, information, and quorum requirements for holding general meetings and passing resolutions?
 

Voting

11. What are the voting requirements for passing resolutions at general meetings?
 
12. Are specific shareholder approvals/resolutions required by statute for certain corporate actions? What voting requirements and majorities apply?
 

Shareholder rights relating to general meetings

13. Can a shareholder require a general meeting to be called? What level of shareholding is required to do this? Can a shareholder ask a court or government body to call or intervene in a general meeting?
 
14. Can a shareholder require an issue to be included and voted on at a general meeting? What level of shareholding is required to do this? Can a shareholder require information from the board about the meeting's agenda?
 
15. Do shareholders have a right to resolve in a general meeting on matters which are not on the agenda?
 
16. Can a shareholder challenge a resolution adopted by a general meeting? Is a certain shareholding level required to do this? What is the time limit and procedure to challenge a general meeting resolution?
 

Shareholders' rights against directors

17. What is the procedure to appoint and remove a director?
 
18. Can shareholders challenge a resolution of the board of directors? Is there a minimum shareholding required to do this?
 
19. Briefly set out the main directors' duties to the company and its shareholders. What is the potential liability of directors to the shareholders? Can their liability be limited or excluded? On what grounds can shareholders bring legal action against the directors?
 
20. Are directors subject to specific rules when they have a conflict of interest relating to the company? Are there restrictions on particular transactions between a company and its directors? Do shareholders have specific rights to bring an action against directors if they breach these rules?
 
21. Does the board have to include a certain number of non-executive, supervisory or independent directors?
 
22. Do directors' remuneration and service contracts have to be disclosed? Is shareholder approval of directors' remuneration required?
 

Shareholders' rights against the company's auditors

23. What is the procedure to appoint and remove the company's auditors? What restrictions and requirements apply to who can be the company's auditors?
 
24. What is the potential liability of auditors to the company and its shareholders if the audited accounts are inaccurate? Can their liability be limited or excluded?
 

Disclosure of information to shareholders

25. What information about the company do the directors have to provide and disclose to its shareholders? What information and documents are shareholders entitled to receive?
 
26. What information about the company do the directors have to disclose under securities laws (where applicable)?
 
27. Is there a corporate governance code in your jurisdiction? Do directors have to explain to shareholders in the company's annual report if they have not complied with it (comply or explain approach)?
 
28. What information can shareholders request from the board about the company? On what grounds can disclosure of company information be refused? Are shareholders entitled to inspect the company's books and similar company documents?
 

Shareholders' agreements

29. Briefly set out the main provisions of a typical shareholders' agreement.
 
30. Are there circumstances where shareholders' agreements can be enforceable against third parties?
 
31. Do shareholders' agreements have to be publicly disclosed or registered?
 

Dividends

32. How can dividends be paid to shareholders and what procedures and restrictions apply? Is it possible to exclude or limit the right of certain shareholders to dividends? Is the payment of interim dividends allowed?
 

Financing and share interests

33. Can shareholders grant security interests over their shares?
 
34. Are there restrictions on financial assistance for the purchase of a company's shares?
 

Share transfers and exit

35. Are there any restrictions on the transfer of shares by law? Can the transfer of shares be restricted? What are the rights of shareholders in the case of an issue of new shares (pre-emption rights)?
 
36. Can minority shareholders alter or restrict changes to the company's share capital structure?
 
37. When are shareholders required to notify changes to their shareholding to a regulatory authority?
 
38. Can companies buy back their shares? Which limitations apply?
 
39. What are the main ways for a shareholder to exit from the company? Can shareholders require their shares to be repurchased by the company? Can shareholders be required to exit the company in certain circumstances? How are the shares valued in this case?
 

Material transactions

40. What rights do shareholders have in the case of material transactions, such as a sale of all or substantially all of the company's assets, and a company reorganisation such as a merger or demerger?
 
41. What rights do shareholders have if the company is converted into another type of company (consider if applicable, a European Company (SE))?
 
42. What rights do shareholders have if the company is insolvent?
 
43. Can shareholders put the company into liquidation? What is the procedure to do this?
 

Corporate groups

44. Is the concept of a corporate group recognised under specific legislation?
 
45. Does a controlling company have any duties and liability to the shareholders of the company it controls? What are the rights of company shareholders if the controlling company carries out actions that are prejudicial to the shareholders?
 
46. What are the limitations on owning reciprocal share interests in companies?
 
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