WBTR transitional regime for non-compliant multiple voting rights arrangements to end

On 1 July 2026, the transitional regime for non-compliant multiple voting rights arrangements under the Dutch Act on Management and Supervision of Legal Entities (WBTR) reaches its long-stop date. Where associations (verenigingen), cooperatives (coöperaties), mutual insurance associations (onderlinge waarborgmaatschappijen) and foundations (stichtingen) in the Netherlands have multiple voting rights arrangements in place that exceed the new statutory cap, these arrangements stop having legal effect after 1 July 2026.

Background

The WBTR entered into force on 1 July 2021, introducing amendments to the governance and supervision framework for the four types of legal entity in scope. This included a new statutory limit on multiple voting rights for managing directors and supervisory directors of these entities. Before the introduction of the WBTR, Dutch law did not regulate how voting rights are allocated among directors of the entities. As a result, their articles of association could, and sometimes did, grant a single director more votes than all other directors combined, effectively giving that director decisive control over the outcome of board decisions.

The WBTR does not prohibit differential voting rights. A director may still be granted more than one vote. However, no director may be given the right to cast more votes than all other directors combined. Any arrangements in the articles of association that exceed this cap are incompatible with the WBTR and will stop having legal effect once the applicable transitional regime ends.

The transitional regime: two triggers, one long-stop date

The legislature has provided entities in scope with a five-year transitional regime in which arrangements remain effective until one of the following two triggers occurs:

• amendment of articles of association
  If the articles of association were amended for any reason after 1 July 2021, any non-compliant multiple voting rights arrangement stopped having legal effect at that point. This happens regardless of whether the amendment was intended to address the multiple voting rights issue or whether the non-compliant arrangement was unintentionally left in place. The act of making the amendment itself extinguished the transitional protection.

• the long-stop date of 1 July 2026
  Any remaining non-compliant arrangement stops having legal effect on this date, regardless of whether the articles have been amended in the interim period.

The transitional regime ends on 1 July 2026 at the latest, but it may already have ended for your entity at one of the above moments.

What happens if no action is taken

Where a non-compliant multiple voting arrangement stops having legal effect, whether through the first trigger or the long-stop date, resolutions by the entity's board must be adopted as if that arrangement does not exist. In practice, this typically means each managing director and each supervisory director holds one vote, unless the articles of association already contain a WBTR-compliant alternative arrangement. Resolutions adopted on the basis of an invalid voting arrangement may be void or voidable under the Dutch Civil Code.

Entities in scope with non-compliant multiple voting rights that want to preserve their intended governance structure must take steps to amend their articles of association before 1 July 2026.

What the entities in scope should do now

We recommend the following immediate steps:

• Review your current articles of association to identify any arrangement that grants a specific managing or supervisory director more votes than all other directors combined. Also review any "casting vote" or "decisive vote" arrangement – for example, an arrangement granting the chairperson a casting vote in the event of a tied vote. Such an arrangement can in practice have the same effect as granting the chairperson more votes than all other members of the board combined (such as where the board consists of two directors, or three directors with one being absent).

• If this type of arrangement exists, consider whether you want to retain a differential voting structure within the new statutory limits, or whether the fall-back position where each director has one vote works for you.

• If you want to amend the articles of association, ensure that the amendment is adopted and executed before 1 July 2026.

Please contact us if you would like us to review your articles of association for compliance with the WBTR. We can advise on whether your current arrangements are affected and what WBTR-compliant alternatives are available to preserve the intended governance structure.