The Obligations of the Shareholder

The shareholder does not have an obligation to exercise his/her administrative rights or property rights, however, exercising certain individual rights may require a reaction within a certain given time period. Subscription of shares in a share issue is one example of shareholder rights bound to a certain time period. Generally a shareholder may choose not to participate in the activities of the company. However, there are certain exceptions which may constitute an obligation to act.

Shareholder’s obligations are for instance:

• To notify the company of an acquisition of shares for registration to shareholder register and, if so stipulated in the articles of association, to register for the general meeting if wishing to attend;

• A shareholder with more than nine tenths of all shares and votes in the company is obliged to redeem the shares of the other; and

• A shareholder shall be liable in damages for the loss that he/she, by contributing to a violation of the law or the Articles of Association, has deliberately or negligently caused to the company, another shareholder or a third party [Shareholder’s Liability for Damages]⁠;