Decoding the EU Directive on Multiple Voting Rights: A Comparative Legal Perspective Across Member States
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While the European Union (EU) has succeeded in creating a single market for goods and services, its capital markets remain fragmented and less efficient compared to those of other global economies. This fragmentation restricts liquidity and limits investor access—particularly for smaller, locally oriented enterprises. To address these concerns, the EU introduced Directive 2024/2810 on multiple voting share structures for companies seeking admission to multilateral trading facilities (MVS Directive). As part of the broader EU Listing Act, the MVS Directive aims to harmonize Member States’ rules on MVS, encouraging Small and Medium-Sized Enterprises (SMEs) to list publicly without losing control, ultimately strengthening the competitiveness of EU capital markets.
Key objectives of the MVS Directive
The European Commission has observed that many controlling shareholders are hesitant to list their companies on public markets, such as multilateral trading facilities (MTFs), due to “fear of losing control of the company”. Such dilution could “reduce their influence over important investments and operating decisions”—a particularly pressing issue for SMEs, where leadership is often concentrated.
According to the European Commission, a solution to this issue is the introduction of multiple voting rights structures (MVS) within companies. MVS involves “at least two distinct classes of shares, each with a different number of votes per share”, “enabling key controlling shareholders to retain control over their companies”.
Currently, MVS are either prohibited in some Member States or allowed only under strict conditions, leading to considerable disparities among national frameworks. According to the European Commission, this situation compels “companies in a Member State that bans MVS [to] have to move to another Member State or even outside the EU'” where MVS are permitted.
The European Commission aims to address these challenges with the MVS Directive, seeking to harmonise corporate law on MVS across the EU, create a level playing field, strengthen European capital markets, and reduce the outflow of companies to non-EU jurisdictions.
Key Provisions of the MVS Directive
1. Implementation of MVS
General rule: Member States must ensure a legal framework that allows companies seeking an initial listing on an MTF to introduce MVS under the conditions set out in the MVS Directive. The scope of the MVS Directive can be extended to companies listed on the regulated market but is not mandatory.
Conditions: The Member States do not make the introduction of a MVS contingent upon granting enhanced economic rights to shares without strengthened voting rights. Additionally, the MVS Directive allows the existence of MVS to be made conditional upon the operator of an MTF approving the admission of the company's shares for trading.
2. Protection of Minority Shareholders
To protect the interests of shareholders without enhanced voting rights, Member States must implement safeguards. One such safeguard is the procedural rule mandating a qualified majority at the general meeting for decisions related to the introduction of MVS. Where different classes of shares exist, any resolution to introduce a MVS must also be voted on separately by each class of shares whose rights are affected.
Additionally, Member States must limit the voting power of shares carrying multiple votes by enforcing either: (i) a maximum multiplier (the ratio between the votes attached to shares with multiple voting rights and those with the lowest voting rights), or
(ii) an occasional neutralization of the enhanced voting rights attached to multiple voting shares for specific general meeting decisions requiring a qualified majority.
Member States are also granted the authority to introduce additional protective measures in their national legislation “to ensure adequate protection for shareholders who do not hold multiple voting shares.” The introduction of such measures, however, remains entirely at the discretion of the Member States.
3. Transparency and Disclosure Requirements
The MVS Directive requires companies seeking admission to an MTF to include comprehensive disclosures in their annual reports or listing documents, providing the following information:(i) Share structure;
(ii) Any limitations on the transfer of shares or voting rights;
(iii) The identity of shareholders to which special controlling rights are attached;
(iv) The identity of shareholders holding MVS;
(v) limitations on voting power.
Within a year of the MVS Directive's entry into force, the European Securities and Markets Authority is tasked with drafting regulatory technical standards. These standards will outline the procedures investment companies and market operators must follow to identify shares issued by companies with MVS. Additionally, they will define the requirements for companies to disclose the existence of such structures to investment firms and market operators.
By 5 December 2028, the European Commission will evaluate the incorporation of the MVS Directive.
Impact on EU Member States: a comparative analysis
The Member States must transpose the MVS Directive by 4 December 2026 at the latest. Hereunder you can find a list of the current (as of the date of this article) legal framework regarding MVS of most Member States in which Bird & Bird is active:
| Country | MVS for non-listed companies | Relevant legal provisions |
| Belgium | Allowed, but must be written in the articles of association and approved by a qualified majority at the general meeting. There are no numerical limitations on the multiplier, no minimum loyalty period required, and it can be subject to certain key decisions, though this is not mandatory. | 5:42, 7:52, 7:53 and 7:155 Wetboek van vennootschappen en verenigingen/Code des sociétés et des associations |
| Czech Republic | Allowed, but must be written in the articles of association and approved by a qualified majority at the general meeting. Further modifications of voting rights for any class of shares will require approval by a qualified majority of shareholders of each class of shares issued by the company. There are no numerical limitations on the multiplier, no minimum loyalty period required, and it can be subject to certain key decisions (non-mandatory). The issue of such shares cannot create an unjustified inequality between shareholders and cannot be contrary to good morals. | § 547 občanského zákoníku (zákon č. 89/2012 Sb.), §§ 135, 136, 276 par. 1 and 5, 417 par. 1 and 2 Zákon o obchodních korporacích |
| Denmark | Allowed, with no numerical limitations on the multiplier and no minimum loyalty period required. This can be applicable to all decisions and can be introduced either at the incorporation of the company or at a later stage. The decision must be documented in the company’s articles of association, specifying the size and differences of each class, such as different voting rights. The introduction of share classes must be registered with the Danish Business Authority and also reflected in the company's shareholder register. If the company is not originally set up with capital classes, introducing them at a later stage requires unanimity of all shareholders whose rights would be negatively affected. However, this requirement for consent does not apply if a new class of shares is introduced as part of a capital increase subscribed by a third party. Moreover, any changes to the differences between classes after share classes are introduced require, apart from a qualified majority at the general meeting, a 2/3 majority approval from the affected class. If pre-emptive rights are not initially included and are later desired, this requires a standard 2/3 majority approval. | 45, 106(1), 107(2) and 162 i selskabsloven (lovbekendtgørelse nr. 763 af 23. juni 2023 eller senere ajourføringer) |
| Finland | Allowed, but requires explicit provisions in the articles of association. There are no limits on the voting rights multiplier. However, these provisions must adhere to the principle of equal treatment of shareholders and must not unfairly disadvantage them. Changes to voting rights require approval by a qualified majority at the general meeting. | 3:1, 3:3, 5:30, 5:27, 5:12 and 5:13 osakeyhtiölaki (624/2006) |
| France | Allowed, multiple voting rights are usually provided through preferred shares established in the company’s articles of association. These structures typically allow for considerable flexibility: there are no numerical limitations on the voting multiplier, no minimum loyalty period is required, and the multiple voting rights can apply to all decisions. Their application is subject to a fixed or determinable time limit provided in the bylaws and may require a two-thirds majority or be freely determined, depending on the applicable rules for the specific type of joint stock company. In France, for instance, Law No. 2024-537 of 13 June 2024 anticipated the entry into force of Directive (EU) 2024/2810 by enabling companies to issue preferred shares with multiple voting rights upon admission to trading on a regulated market or multilateral trading facility. This law allows for a voting multiplier of up to 25 on MTFs and imposes no such limit on regulated markets. The rights can be granted to named beneficiaries, apply for a term defined in the bylaws (not exceeding 10 years, renewable once for 5 years), and may be neutralised for certain types of shareholder decisions. Additionally, French law continues to permit double voting rights for fully paid-up registered shares held for at least two years, as well as other mechanisms such as special rights clauses or contractual arrangements. | 228-11 Code de commerce |
| Germany | MVS were introduced for stock corporations at the end of 2023 by the law on the financing of future-securing investments (Future Financing Act – ZuFinG). MVS are limited to shares registered in the name of the shareholder. MVS may not exceed ten times the voting rights of ordinary shares, i.e., the nominal value of the shares or, in the case of no-par-value shares, the number of the shares. MVS require a basis in the articles of association. The introduction of MVS requires a unanimous resolution of the general meeting. MVS lapse in the event of the transfer of a share carrying MVS. MVS lapse automatically no later than ten years after the company is listed, or the shares are admitted to trading on the open market. This period may be extended by up to ten years in the articles of association. In the case of decisions on the appointment of auditors and special auditors, the law limits MVS to one vote only to protect minority shareholders. The articles of association may provide for further restrictions. | 135 a Aktiengesetz (AktG) |
| Hungary | Allowed, however, it requires a unanimous decision of the general meeting, and the voting rights attached to a share may not exceed ten times the voting rights corresponding to the nominal value of the share. | 3:102 and 3:232 Polgári Törvénykönyvben |
| Italy | Allowed. Must be explicitly provided for in the articles of association. If the articles of association do not provide such a possibility from the time of incorporation, the relevant resolution requires approval by 50%+1 of the share capital (extraordinary shareholders’ meeting), unless a higher majority is set forth in the articles of association. Each share may carry a maximum of 10 voting rights. No loyalty period is required. The by-laws may also (i) provide restrictions on the scope of multiple voting rights (i.e., limiting the enforceability thereof only to certain matters) or (ii) condition the exercise of the multiple voting rights upon the occurrence of one or more circumstances which shall not be purely potestative. | 2351, par. IV, Codice Civile. This provision was recently amended to enhance the flexibility of corporate governance, particularly with respect to voting structures. As a result of the 2024 reform, the maximum number of votes that may be attributed to a single share has been significantly increased. Whereas previously non-listed società per azioni could issue shares with up to three votes each, the amended rule now allows the company’s by-laws to assign up to ten votes per share. This change reflects a broader trend across Member States toward accommodating more diverse and tailored voting arrangements, especially for growth-oriented companies seeking access to capital markets.
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| Netherlands | Allowed. With respect to B.V.’s, there are in practice no restrictions on the variation in voting rights per share, as long as the number of votes per share is fixed for all voting items. With respect to N.V.’s, multiple voting shares are also allowed, although it is yet to be tested in court what the maximum permitted high vs low votes may be. If the share capital is divided into various classes of shares with a difference in nominal value per class, the number of votes of each shareholder is, in principle, equal to the number of times that the nominal value of the smallest class of shares is included in the aggregate nominal value of its shares. The articles of association may, however, to a certain extent, deviate from this principle, allowing for many different variations of multiple voting shares. A resolution to amend the articles of association of a B.V. to create multiple voting shares requires a unanimous resolution of the general meeting of shareholders, taken at a meeting in which the entire share capital is present. | 2:92 DCC / 2:201 and 2:118 DCC / 2:228 Burgerlijk Wetboek |
| Poland | Allowed. Requires a basis in the company's articles of association. If share privileges are granted after the company's formation, the resolution to amend the company's articles of association must meet specific conditions regarding the required voting majority, as well as the participation of shareholders whose shares will remain non-privileged after such a change. In limited liability companies (in Polish: spółka z ograniczoną odpowiedzialnością), shares can carry up to 3 votes per share, with no requirement for a minimum holding period or specific limitations on decisions. In simple joint-stock companies (in Polish: prosta spółka akcyjna), the number of votes per share can vary but should be specified in the company's articles of association, with no requirement for a minimum holding period or limitations on decisions. Privileged shares may confer a special right, according to which each subsequent issuance of new shares cannot violate a specified minimum ratio of the number of votes attached to these privileged shares to the total number of votes attached to all the company's shares (founders’ shares). In joint-stock companies (in Polish: spółka akcyjna), privileged shares (except for non-voting shares) should be registered shares (in Polish: akcje imienne) and can carry up to 2 votes per share. In the event of converting such a share into a bearer share (in Polish: akcja na okaziciela) or its disposal in breach of the conditions reserved, the privilege expires. While there is no requirement for a minimum holding period, the articles of association may impose additional conditions for granting such rights, such as additional contributions or the passage of time, applicable to all decisions unless otherwise specified. | Articles 174, 30025, 30026, 351, and 352 Kodeks spółek handlowych |
| Slovak Republic | Not allowed. Multiple voting rights as defined by the MVS Directive are not permitted. Instead, a shareholder's influence is determined by the number of shares they own in the joint stock company. One shareholder may own multiple shares with nominal value, which gives them a majority in the company and thus, in effect, multiple voting rights. Another possibility is that a company may issue a special category of shares that do not carry any voting rights. This would indirectly give the other shareholders multiple rights or, more precisely, voting rights that are not proportionate to the percentage of shareholding. | § 155 and foll. nasl. zákona č. 513/1991 Zb., Obchodný zákonník |
| Spain | Not allowed. In Spain, it is not possible to issue shares that do not respect the proportionality between the nominal value and the voting rights, except for the double voting shares for loyalty shares envisaged for listed companies. These loyalty shares have not been particularly successful, as they have only been recognised by four listed companies on the continuous market. The general rule in Spain is “one share, one vote.” However, (i) the bylaws of companies can limit the number of votes that can be cast by a shareholder, and (ii) it is also possible to create classes of shares that grant as many voting rights as the nominal value proportionally exceeds the shares that grant a single voting right. Therefore, the implementation of this Directive in Spain will lead to the recognition of multiple voting shares at the same nominal value. | 96.2, 188.2 y 3 Ley de Sociedades de Capital y Ley 5/2021, de 12 de abril 2021 |
As mentioned above, quite a few Member States already allow the introduction of MVS for non-listed companies seeking admission on an MTF. For these Member States, one could argue that the changes required by the MVS Directive may not be substantial. However, each Member State will still need to review its legislation to ensure compliance with transparency obligations and minority shareholder protections. Furthermore, the current MVS legislation of the Member States shows significant differences in the conditions under which MVS can be implemented. For instance, in Belgium, no limitations on the multiplier and no minimum loyalty period are required. In contrast, Hungary and Germany impose a maximum multiplier. Additionally, Hungary requires a unanimous decision by the general meeting, whereas Finland and Italy, for example, only require a qualified majority. It seems that the MVS Directive, given its limited scope, will not completely eliminate these disparities. As such, the MVS Directive’s objective of harmonising European company law will not be entirely achieved. Nevertheless, given the European Commission's planned evaluation of the MVS Directive in 2028, further adjustments and refinements are likely to further narrow the gaps between national laws.
In Member States where MVS are currently prohibited—such as the Slovak Republic and Spain—the introduction of the MVS Directive will have a profound impact. Not only will these countries need to revise their national legislation to accommodate MVS, but companies within these jurisdictions will also face substantial changes in their corporate governance and may be required to amend their articles of association.
Conclusion
The MVS Directive aims to benefit SMEs by providing them with enhanced access to financing while preserving the control of majority shareholders. By harmonising corporate laws across Member States, the MVS Directive aims to foster a more harmonised and attractive market environment.
Nevertheless, quite a few Member States already have some form of MVS in place, without an obvious impact on the (lack of) attractiveness of their stock exchange markets.
The MVS Directive is also relatively limited in scope, as Member States are merely required to introduce the MVS, implement a few safeguards for minority shareholders and transparency obligations, but with multiple options and some freedom on how to implement it.
Consequently, significant differences in MVS legislation will persist among Member States, even after the MVS Directive's implementation.
Only in countries where MVS are currently disallowed, such as Spain and the Slovak Republic, will this lead to more fundamental changes. On the other hand, the US has shown that MVS or similar mechanisms have proved popular, including in some of the most valuable listed companies. This might inspire and encourage European companies to use even incremental modifications to try this out.
