Help and advice for leaving a BV as 50/50 shareholder

[Noel76]

Hello! 

 

I am a local British product designer (3D not digital) and 5 years ago became a 50 % shareholder in a Dutch BV when I partnered with another British citizen but the company was registered at the KVK in Amsterdam and is based here.  From the outset my role was design based and intended as a silent partner as initially agreed.

 

We have the articles of association but we did not create a shareholders agreement. 

 

The company manufactures interior based products, the business relationship started well and then the managing partner made a series of poor financial decisions which the business has never really recovered from. 

 

The managing partner has essentially shut me out of the business dealings and so 3 years ago I tried to get him to buy me out but was unsuccessful.  I have never been invited to an annual shareholders meeting nor aware one has taken place.

 

I have admittedly not been chasing him as I am really confused / unsure as to what I can do to leave the company and am now worried about the financial and legal responsibilities I may have.

 

I have looked for free legal advice but because I am technically a business I am worried I cannot afford to use a lawyer with ongoing fees.

 

Any insight(s) would be much appreciated.

[Branko Collin]

Op 24-10-2021 om 11:53, Noel76 zei:

the financial and legal responsibilities I may have

 

If you are strictly a shareholder you should not have any responsibilities. Note that practice, not agreements, determine in the end whether or not you can be held responsible for anything the company did.

 

Op 24-10-2021 om 11:53, Noel76 zei:

because I am technically a business

 

I am not sure what you mean by that. Why would a lawyer be more expensive for a business?

[Noel76]

Hi Branko, I'm really sorry for the late reply, I thought I would be sent a notification but wasn't! 

 

I meant that for 'business legal advice' I have not seen any free legal offers or organisations that offer free advice, but there are numerous ones for private / personal legal advice. 

 

I guess it's assumed that businesses have money but of course if you're a struggling entrepreneur you may also not have the funds to pay for professional legal advice.