SHAREHOLDERS’ RIGHTS

What rights do you have as a shareholder? A practical overview of voting rights, control and minority protection

You are a shareholder in a company. But what does that actually mean for your rights, your influence and your protection? The answer largely depends on the number of shares – or more precisely: the number of votes – you hold. Shareholders enjoy a wide range of statutory rights, ranging from participation and access to information to judicial protection. These rights can be further refined through the company’s articles of association or a shareholders’ agreement.
In this article, Marlies Janssens and Marc D’Hoore provide a clear overview of the most important statutory and contractual rights of shareholders.

Shares and shareholders’ rights: the basics

Shares confer two types of rights: financial rights and membership rights.
Financial rights entitle the shareholder to dividends if the general meeting decides to distribute profits.

Membership rights grant decision-making power within the company: you may participate in the general meeting and exercise various rights, depending on the number of shares you hold.

As a rule, the principle of “one share, one vote” applies. However, deviations are possible. In certain cases, a company may issue non-voting shares, meaning that no voting rights are attached to those shares, except for a limited number of decisions for which voting rights are mandatory by law. Conversely, shares with multiple voting rights may also be issued, whereby one share carries proportionally greater weight in decision-making.

This makes it possible to tailor decision-making power to shareholders. Any deviations must be set out in the articles of association. If nothing is specified, the default rule remains that each share entitles its holder to one vote.

Statutory shareholders’ rights: which rights does the law provide, depending on the percentage of votes?

Shareholders’ rights vary significantly depending on the number of shares and votes you hold in a company. Below is a structured overview of the main statutory membership rights attached to shares.

Even as a former shareholder

Action for annulment of decisions of corporate bodies or for annulment of a vote (court).

From 1 share

• Right to participate in the general meeting.
• Right to ask questions to directors and statutory auditors in connection with the general meeting.
• Right to reports in specific cases, e.g. contribution in kind, exclusion of pre-emptive rights, amendment of classes of shares, merger, demerger, etc.
• Pre-emptive right in the event of an increase of capital or equity.
• In the absence of a statutory auditor: individual right of investigation and control over the company’s financial situation, the annual accounts and the financial transactions included therein. In a judgment of 4 December 2025, the Belgian Supreme Court (Court of Cassation) ruled that this individual control right also extends to documents from earlier, approved financial years, provided they are relevant for assessing the financial situation in the current financial year.
• Right to request the appointment of a judicial administrator for the company (court).
• Right to request withdrawal for just cause (court).
• Right to request dissolution of the company for just cause (court).

From 1% (public limited company / NV) or 10% (private limited company / BV) of the votes

• Minority action (court).
• Right to request the appointment of an expert to examine the company’s books and accounts and the actions of its corporate bodies (court).

From 20% of the votes

Right to convene the general meeting (20%).

Up to 25% of the votes

Limited influence: you do not have blocking power for decisions taken by a simple majority. Most decisions of the general meeting are adopted by a simple majority (> 50%).

More than 25% of the votes

Blocking right for amendments to the articles of association: a statutory amendment legally requires a 75% majority. With 25% + 1 vote, you can block such decisions.

Strategic influence: you can prevent major decisions such as mergers, capital increases or dissolution.

From 30% of the votes

Right to judicial exclusion (court): you may bring an action to exclude another shareholder for just cause.

More than 50% of the votes

You control the company. You can push through most decisions at the general meeting, such as the appointment of directors, approval of the annual accounts and distribution of dividends.

Please note: this control is not absolute. Amendments to the articles of association, mergers or dissolution still require a 75% majority.

From 75% of the votes

You have full control over the company. You can take all major decisions, including amendments to the articles of association, capital increases, mergers, demergers and dissolution.

Exception: any change to the rights attached to different classes of shares (e.g. with or without voting rights) requires a majority within each class.

Subsidiarity and proportionality in shareholder actions

Under the law, a (former) shareholder therefore has a broad arsenal of tools to enforce participation in or control over the company. It is crucial, however, that the principle of subsidiarity applies to all these remedies. This means that a shareholder must first attempt to achieve the desired outcome outside the courts and may only resort to judicial action if that attempt fails.

Even within judicial remedies, the shareholder must always seek the least intrusive measure possible. For example, appointing a sequestrator over certain assets is less far-reaching than appointing a provisional administrator.
Requesting withdrawal or exclusion – whereby at least one shareholder leaves the company while the company continues to exist – is less drastic than judicial dissolution of the company.

Contractual rights of shareholders: articles of association and shareholders’ agreements as leverage

In addition to statutory rights, shareholders may obtain additional rights through the articles of association or a shareholders’ agreement. These arrangements allow the position and decision-making power of shareholders to be further tailored, for example through:

• Deviations in the number of voting rights or profit rights per share.
• Veto rights for minority shareholders for certain decisions.
• Special majority requirements: for certain decisions, a different majority than that provided by law may be agreed, for example 75% for profit distributions or for requesting additional financing.

Strategically aligning your position as a shareholder with NOMA

The statutory and contractual rules largely determine how much influence you can effectively exercise as a shareholder. A well-thought-out statutory framework or shareholders’ agreement often makes the difference between limited influence and real strategic leverage.

Do you have further questions or would you like to discuss your options as a shareholder? Our corporate law attorneys will be happy to review with you how your position as a shareholder can best be legally aligned with your objectives.
Get in touch.