The obligation to disclose major shareholdings
July 2021 – The Companies and Associations Code (CSA) provides for a disclosure obligation for persons who directly or indirectly acquire dematerialised securities conferring voting rights in a public limited company. A recent opinion of the Institute of Company Auditors (IRE) clarifies this obligation.
Article 7:83 CSA
According to Article 7:83 CSA, any natural or legal person who acquires securities conferring voting rights must report this to the company when the voting rights attached to these securities reach 25% or more of the total voting rights existing at the time the transaction giving rise to the reporting obligation takes place. The voting rights do not have to be representative of the capital of the corporation.
The reporting obligation also applies when, as a result of a transfer of voting securities, the voting rights fall below the 25% threshold.
This provision also applies to subsidiaries of public limited companies.
The declaration must be made within five working days of the day of acquisition, both in cases where the voting rights exceed the 25% threshold and in cases where they fall below this threshold.
There are no specific formal requirements for the declaration. However, if you have failed to make the declaration at least 20 days before the general meeting, you cannot vote at the general meeting for a number of votes equal to or greater than 25% of the total voting rights existing at the date of the general meeting. The voting rights of the securities concerned are suspended.
Listed companies (subject to the law of 2 May 2007 on the disclosure of major holdings) are not subject to this provision. They are in any case already subject to a disclosure obligation under the 2007 law.
But no advertising
Article 7:83 of the CSA does not provide for any disclosure obligation. The IRE concludes that there is no legal obligation to include in the notes to the annual accounts items which are derived exclusively from a declaration made solely on the basis of Article 7:83 of the CSA.
The IRE goes even further and advises against publishing the declarations at the risk of violating the legislation on the protection of individuals with regard to the processing of their personal data.
