Multiple-vote shares directive: Dutch implementation one step closer

On 9 June 2026, a bill implementing the EU directive on multiple-vote share structures (MVS Directive) was submitted to the Dutch lower house. The directive allows companies seeking admission to trading on a multilateral trading facility (MTF), to introduce share structures where certain classes of shares provide more votes per share than other classes (high-vote/low-vote share structures). Importantly, the bill leaves untouched existing Dutch mechanisms for differentiating voting rights – including high-vote/low-vote structures and loyalty voting schemes. The implementing bill that has now been submitted is mainly of interest to small and medium-sized companies (SMEs) and does not affect companies listed on a regulated market.

The MVS Directive is one element of the European Commission's Listing Act package, which aims to make public listings more attractive – especially for smaller companies – by reducing regulatory burdens and improving access to public capital.

In July 2025, a draft of the implementing bill was published for consultation (see our article here).

The new bill

The government has made several clarifications and refinements compared to the consulted draft implementing bill, based on input provided during the consultation process. These changes include:

• The bill clarifies that an MVS structure is introduced by way of an amendment to the articles of association, and that the MVS structure applies for as long as the company's shares are admitted to an MTF.
• When the MTF listing ends – for example, on transfer to a regulated market – the MVS structure automatically stops applying.
• The MVS structure only takes effect once the shares have been admitted to an MTF. In the period between the introduction of the MVS structure and the actual admission to trading, the voting rights attached to each class of shares are governed by the articles of association as they stood before the amendment, or by the applicable law. The same applies if the MTF listing subsequently ends. It is recommended that the articles of association address this situation.
• The articles of association must explicitly state that the MVS structure is made under the new statutory provision in the Dutch Civil Code, so that investors will be able to benefit from the protective provisions derived from the MVS Directive.

Transparency requirements

The MVS Directive introduces transparency requirements for companies with an MVS structure and shares admitted to trading on an MTF. These requirements will be implemented via new provisions in the Financial Supervision Act and an amendment of the Management Report Decree. They will apply not only to Dutch companies but also to foreign companies listed on a Dutch MTF.

Timing

Parliament's lower house will now consider the bill and the draft decree. The MVS Directive's implementation deadline is 5 December 2026.