Calculation of the majority at partner and shareholder meetings is not always easy. Fortunately, the Code of Companies and Associations (CCA) has clarified the rules in this area.
For partnerships (personenvennootschappen/sociétés de personnes), the rules are as follows. The CCA provides that when the partners meet and take decisions, they constitute a partners' meeting, a corporate body defined by law (Art. 4:12 CCA). The partners' meeting decides unanimously, meaning that all partners must be present or represented in order for the meeting to take decisions. The articles can provide that the partners' meeting shall take decisions by majority vote. Such a provision is valid except for changes to the essential object of the partnership, which must be approved unanimously. When stipulating that decisions may be approved by a majority, it is advisable to define the required majority and quorum. If no quorum is provided, it could be inferred that all partners need to be present and that decisions are approved by a simple majority of the votes cast. In general, unless provided otherwise, each partner has one vote regardless of the size of his or her stake in or contribution to the partnership.
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