Title 1 — General provisions · Civil Code — Book 2 (legal persons)

2:1 Article 2:1

The State, the provinces, the municipalities, the water boards, as well as all bodies to which regulatory power has been granted pursuant to the…

2:2 Article 2:2

Religious denominations as well as their independent subdivisions and bodies in which they are united, possess legal personality.

2:3 Article 2:3

Associations, cooperatives, mutual insurance societies, public limited companies, private limited companies with limited liability and foundations…

2:4 Article 2:4

A legal person does not come into existence in the absence of a deed signed by a notary, insofar as required by law for its formation. The lack of…

2:5 Article 2:5

A legal person is, as far as property law is concerned, equated with a natural person, unless the contrary ensues from the law.

2:6 Article 2:6

Amendments to the articles of association and regulations, as well as the dissolution of the legal person, which must be made public pursuant to this…

2:7 Article 2:7

A juridical act performed by a legal person is voidable if the objects were exceeded thereby and the other party knew or, without independent…

2:8 Article 2:8

A legal person and those who, by virtue of the law and the articles of association, are involved in its organisation, must conduct themselves as such…

2:9 Article 2:9

Each director is bound to the legal person to perform their duties properly. The duties of a director include all management tasks that have not been…

2:10 Article 2:10

The board is obliged to keep records of the financial position of the legal person and of everything concerning the activities of the legal person…

2:10a Article 2:10a

The financial year of a legal person shall be the calendar year, unless another financial year is designated in the articles of association.

2:11 Article 2:11

The liability of a legal person as a director of another legal person rests also jointly and severally on everyone who is a director of that legal…

2:12 Article 2:12

The right to vote on resolutions whereby the legal person grants rights to or waives obligations of certain persons, other than in their capacity as…

2:13 Article 2:13

A vote is void in cases where a unilateral juridical act is void; a vote cannot be annulled.

2:14 Article 2:14

A resolution of an organ of a legal person that is in conflict with the law or the articles of association is void, unless the law provides otherwise.

2:15 Article 2:15

A resolution of an organ of a legal person is, without prejudice to the provisions elsewhere in the law regarding the possibility of annulment…

2:16 Article 2:16

The irrevocable judgment establishing the nullity of a resolution of a legal person or annulling such a resolution is binding on everyone, subject to…

2:17 Article 2:17

A legal person is established for an indefinite period of time.

2:18 Article 2:18

A legal person may, with due observance of the following paragraphs, convert into another legal form.

2:19 Article 2:19

A legal person is dissolved:

2:19a Article 2:19a

A public limited company (naamloze vennootschap), private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)…

2:19b Article 2:19b

If the legal person has been dissolved in accordance with Article 19, paragraph 1, subparagraph (a) and has simultaneously ceased to exist as…

2:19c Article 2:19c

In the event a legal person has been dissolved in accordance with Article 19, paragraph 1, subparagraph a or e, and has simultaneously ceased to…

2:20 Article 2:20

A legal person whose objects or activities are contrary to public order shall be declared prohibited and be dissolved by the court upon petition of…

2:20a Article 2:20a

The director of a legal person declared prohibited may not be or become a director or supervisory director of any legal person for a period of at…

2:21 Article 2:21

The court shall dissolve a legal person if:

2:22 Article 2:22

The court before which a petition for the dissolution of the legal person is pending may, if so requested, place the assets of that legal person…

2:22a Article 2:22a

Prior to or upon the filing of a petition by the public prosecution service for the dissolution of a public limited company (naamloze vennootschap)…

2:23 Article 2:23

Insofar as the court has not appointed other liquidators and the articles of association do not designate other liquidators, the directors shall…

2:23a Article 2:23a

A liquidator has, unless the articles of association provide otherwise, the same powers, duties and liability as a director, insofar as these are…

2:23b Article 2:23b

The liquidator shall transfer the assets remaining from the property of the dissolved legal person after the satisfaction of the creditors, in…

2:23c Article 2:23c

If, after the time at which the legal person has ceased to exist, a creditor or a person entitled to the surplus appears or an asset is found to…

2:24 Article 2:24

The books, records and other data carriers of a dissolved legal person must be kept for seven years after the legal person has ceased to exist. The…

2:24a Article 2:24a

A subsidiary of a legal person is:

2:24b Article 2:24b

A group is an economic unit in which legal entities and companies are organisationally connected. Group companies are legal entities and companies…

2:24c Article 2:24c

A legal person or partnership has a participation in a legal person if it or one or more of its subsidiaries, alone or jointly, provide or cause to…

2:24d Article 2:24d

In determining the extent to which the members or shareholders vote, are present or represented, or the extent to which the share capital is provided…

2:25 Article 2:25

Derogation from the provisions of this Book is permitted only insofar as it follows from the law.