At Guldemond Lawyers, we understand that a family business is more than just a business.
At Guldemond Lawyers, we understand that a family business is more than just a business.
A family business needs clear arrangements precisely because those involved know each other well. Who works in the business, who owns the shares and who carries management responsibility? These roles may coincide in one person or be spread across generations. Guldemond Advocaten assists family businesses with their corporate relationships, succession and disputes.
A family relationship does not automatically confer a right to a board position or access to all business information. Conversely, a shareholder who does not work in the business may have statutory and contractual rights. Record each person’s capacity and how the different corporate bodies make decisions.
We assess the articles, existing agreements and actual working practices. Informal arrangements that functioned well for years may become vulnerable when the next generation joins, a family member dies or an external director is appointed. Clear roles make it possible to discuss which expectations attach to ownership and which to work.
A family constitution may set out principles on values, involvement, education, entry and dealing with conflicts. It may provide a useful framework for discussions, but does not make every provision legally enforceable. Wording, intention and the parties involved matter.
Arrangements intended to have legal effect must be incorporated into the appropriate documents. These may include articles of association, a shareholders’ agreement, employment contracts and testamentary arrangements. A family constitution does not replace them. We coordinate the different arrangements with the notary and other advisers so that they do not contradict one another.
Transferring to the next generation requires choices about ownership, leadership and financing. Should all children share equally economically if only one leads the business? Will the transferring generation remain involved in decisions? What happens if the successor cannot or does not wish to perform the intended role?
Issuing depositary receipts through a Dutch trust office foundation (STAK) may separate economic interests from voting rights. How it operates depends on the articles, trust conditions and composition of the STAK board. Depositary receipts do not provide a general guarantee against conflict. Information, appointment, transferability and termination of the structure must also be addressed.
Tax reliefs and valuation require specialist assessment at the time of transfer. We do not promise an optimal tax outcome, but work with the tax adviser and notary to ensure that legal choices fit the succession plan. If the business is sold to a third party, we also assist with the acquisition.
Make clear arrangements for working family members on role, remuneration, appraisal and termination. A shareholder may simultaneously be an employee or director; ending one role does not automatically end the others. An employment dispute may therefore also affect shareholding relationships.
Leaver provisions should specify when shares must be offered and which valuation standard applies. Avoid unclear allegations about performance leading to a substantial share-price discount without proper assessment. We connect these arrangements with employment law and, where needed, dismissal of a statutory director.
Family members outside the business may have different income needs from those wishing to invest. A dividend policy must allow for financing, continuity and statutory distribution requirements. Explain what information will become available and how decisions on retention and distribution are made.
Letting family-owned property, lending or other transactions with family members may create conflicts of interest. Commercial terms and careful decision-making then matter. The board retains its independent responsibility even if all shareholders belong to the same family. See directors’ liability and the Dutch Supreme Court on the company’s interests.
When conflict arises, first establish which interests and legal roles clash. Discussions or mediation may allow relationships to recover, but not every dispute is suitable. Sometimes interim arrangements are needed to keep the business governable or preserve information during discussions.
If continuing together is unfeasible, we examine an exit arrangement, valuation and financing of a buyout. Where needed, shareholder proceedings may help. A settlement should also address loans, security, use of the family name and any remaining involvement.
No; this is established in advance. The business and individual family members may have different interests. We clarify whom we represent and assess potential conflicts of interest.
Usually not. Transfers, voting rights, employment and inheritance require additional documents and formalities. Their consistency is decisive.
We map existing relationships and future wishes and help document decisions. Contact us for advice on structure, succession or a specific tension within your family business.
