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Commercial Law in the Netherlands

Commercial Law in the Netherlands

Updated on Wednesday 09th September 2015

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The Dutch Commercial Law is seen as an instrument of support by the Dutch and foreign entrepreneurs as it is rather permissive and has suffered several amendment in order to ensure an ease of access of the foreign and local investors in Netherlands.
 
The legal rules for private companies with limited liability as described in Book 2 of the Civil Code have become simpler and more flexible as a result of the introduction of the “Act On Simplification And Flexibility Of Law Governing Bv’s “.
 
Regulations related to the capital. Even though in the past the incorporation of a Dutch private company required a higher amount of capital, just like when opening a Polish company for exemple, nowadays the statutory mandatory minimum capital of 18,000 EUR was abolished. The nominal value of the shares of Dutch BV can be denominated in other currency than EUR. Unlike other jurisdictions, it is not mandatory to submit a proof from bank stating the deposited share capital. Also it is not necessary to state the exact amount of authorized capital in the articles of association.
In case of non-cash contributions, it is mandatory to submit a complete description of the contributions but without being followed by an audited statement of it.
 
Other requirements are referring to the shares of the Dutch BV. For instance there are no restrictions related to the share transfer. Also, due to the new act on Dutch BV, the price of shares can be more easily chose, without any restrictions. Just like the case of a private limited liability company in other jurisdictions like Hungary, for a specific period of tim, the transferability can be entirely excluded in the articles of association of Dutch BV.
 
Unlike in the previous Dutch BV’s , the decision of making a distribution taken by the general meeting of the shareholders must receive the approval from the management board.  If the management is aware of the incapacity of paying the debts of the company in case of distribution, it can reject the general meeting’s decision. However, if this distribution is made and the receiving party was aware of the incapacity of paying the debts, than it is liable to the BV to compensate the debts resulting from the distribution.
 
According to the new law on BV, the managing directors are appointed by the holder(s) of a specific kind of shares not by the general meeting of the shareholders.
 
Event though in the past a BV’s shareholder couldn’t resign, now it is possible and as an additional measure, its shares must be purchased by the remaining members.
 
Other measure is that if one shareholder representing at least 1% of the issued share capital desires so it may submit a written request to convene a general meeting of the shareholders. The request is made to the managing or supervisory board and a list with the specific topics to be discussed must be attached. 
 
Due to all the above measures, an increase of the requests for opening Dutch BV’s was registered in the last year and many other businesses to be opened are expected in the future so the implementation of this law can be considered a success.
 

Comments

  • Soochan Jung 2015-09-11

    I want to research Dutch commercial law.

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