Gekwalificeerde meerderheid

Qualified majority

A qualified majority is a voting requirement stricter than a simple majority, such as two-thirds or three-quarters of the votes, and often applies to important resolutions of legal entities.

In Dutch law, a qualified majority is an enhanced voting threshold exceeding an absolute majority. This requirement is imposed to ensure that decisions with far-reaching consequences, such as amendments to the articles of association, mergers or dissolutions, command sufficient support among shareholders or members.

Its purpose is to safeguard the legal entity and protect minority interests. In practice, a qualified majority is often prescribed in the articles of association of a BV or NV and is statutorily provided for in the Civil Code in respect of certain corporate acts.

“A qualified majority of two-thirds of the votes was required for approval of the merger.”

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