Legislative proposal Act for the implementation of the directive on shares with multiple voting rights

On 7 July 2025, a  legislative proposal for an Actl for the implementation of the directive on shares with multiple voting rights (the "Act") was submitted for consultation. The Act implements Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility ("MTF") (the "Directive") and amends Book 2 of the Dutch Civil Code (Burgerlijk Wetboek, "DCC") and the Dutch Financial Supervision Act ("FSA").

Purpose of the Directive

The Directive is part of the Listing Act package, which aims, especially for small and medium-sized enterprises, to make stock exchange listings more attractive and thereby increasing access to public capital.

Obligations and safeguards

The Directive essentially contains the following obligations and safeguards: 

1. an obligation for member states to offer companies the right to introduce a share structure with multiple voting rights ("MVS-structure") for admission to trade their shares on multilateral trading facilities (including SME-growth markets);
2. safeguards to protect shareholders without multiple voting rights by limiting the influence of the shareholder holding multiple voting rights shares in certain cases; and
3. transparency obligations for companies with shares with multiple voting rights for the benefit of investors who wish to purchase shares.

The above under (i) and (ii) will be implemented in Book 2 DCC as a new article 118b in Title 4 (Public limited companies (naamloze vennootschappen)) and for private limited companies (besloten vennootschappen) as a new article 228a in Title 5 (Private limited companies). Part (iii) will be implemented in a new paragraph 4.3.7.3. (Transparency requirements for shares with multiple voting rights) in section 4.3.7 (Providing investment services, conducting investment activities, and transparency regarding shares with multiple voting rights) of the FSA.

Consequences for companies, investment firms, and market operators operating a MTF

Companies

Companies that want to make use of a MVS-structure to list on an MTF must amend their articles of association for the implementation of the MVS-structure. This is done by a notarial deed (in addition, a shareholders’ resolution is required, and the shareholders’ register must be adjusted).

The transparency obligations entail that information about, among other things, the share(s) (structure) must be included in documents that the company should already prepare and make public (e.g., in a prospectus or annual financial report) as part of admission to an MTF or SME-growth market or in mandatory annual reporting.

Finally, companies are required to inform investment firms and market operators of the share structures used. This must be done in accordance with the regulatory technical standards established by the European Securities and Markets Authority ("ESMA") (the drafts of these regulatory technical standards will be submitted to the European Commission by ESMA no later than 5 December 2025).

Investment firms and market operators

Investment firms and market operators operating a MTF must also comply with new ESMA standards. These new standards are intended for a clear identification and the distinguishing of shares with an MVS-structure from other shares on the market.

The consultation end date is 1 September 2025.

Would you like to receive more information about the potential consequences and implications of the Act? Please feel free to contact the specialists at Meijburg Legal.