Dutch Legislation

Title 2

in force

Associations

Civil Code — Book 2 (legal persons) (Burgerlijk Wetboek Boek 2) · Articles: 32

Section None

Associations

2:26 Article 2:26

The association is a legal person with members which is directed towards a specific purpose, other than a purpose as described in Article 53…

2:27 Article 2:27

If an association is incorporated by a notarial deed, the following provisions must be observed.

2:28 Article 2:28

If an association has not been formed in accordance with the first paragraph of the preceding article, the general meeting may resolve to have the…

2:29 Article 2:29

The directors of an association whose articles of association are contained in a notarial deed are obliged to have it registered in the commercial…

2:30 Article 2:30

An association whose articles of association are not set forth in a notarial deed cannot acquire registered property and cannot be an heir.

2:31 Article 2:31 repealed
2:32 Article 2:32 repealed
2:33 Article 2:33

Unless the articles of association provide otherwise, the board shall decide on the admission of a member, and in the event of non-admission, the…

2:34 Article 2:34

Membership of the association is personal, unless the articles of association provide otherwise.

2:34a Article 2:34a

Obligations may only be attached to the membership by or pursuant to the articles of association.

2:35 Article 2:35

Membership terminates:

2:36 Article 2:36

Unless the articles of association provide otherwise, notice of termination of membership may only be given towards the end of a financial year and…

2:37 Article 2:37

The board shall be appointed from among the members. The articles of association may, however, provide that directors may also be appointed from…

2:38 Article 2:38

Subject to the provisions of the following Article, all members who are not suspended shall have access to the general meeting and shall each have…

2:39 Article 2:39

The articles of association may provide that the general meeting shall consist of delegates elected by and from among the members. The method of…

2:40 Article 2:40

In the association, all powers that have not been assigned to other bodies by law or by the articles of association shall vest in the general meeting.

2:41 Article 2:41

The board of directors convenes the general meeting as often as it deems desirable, or when it is obliged to do so pursuant to the law or the…

2:41a Article 2:41a

Articles 37-41 shall apply mutatis mutandis to the branches of an association which are not legal persons and which have a general meeting and a…

2:42 Article 2:42

No change may be made to the articles of association of the association other than by a resolution of a general meeting, which has been convened with…

2:43 Article 2:43

Unless the articles of association provide otherwise, a resolution to amend the articles of association shall require at least two-thirds of the…

2:44 Article 2:44

Subject to restrictions under the articles of association, the board is charged with the management of the association.

2:45 Article 2:45

The board of directors represents the association, insofar as the law does not provide otherwise.

2:46 Article 2:46

The association may, insofar as the contrary does not follow from the articles of association, stipulate rights for the benefit of the members and…

2:47 Article 2:47

Unless Article 44a, paragraph 1, has been implemented, the articles of association may provide that there shall be a supervisory board (raad van…

2:47a Article 2:47a

Article 37 applies to the appointment of supervisory directors who have not already been designated in the deed of incorporation, unless the…

2:48 Article 2:48

The board shall, at a general meeting within six months after the end of the financial year, unless this period has been extended by the general…

2:49 Article 2:49

Annually within six months after the end of the financial year of an association as referred to in Article 360, paragraph 3, subject to an extension…

2:50 Article 2:50

The association referred to in Article 360, paragraph 3, shall ensure that the prepared annual accounts, the management report and the information to…

2:50a Article 2:50a

With regard to the performance of duties by directors, the provisions of Articles 131 and 138, paragraph 1 and paragraphs 3 to 10 inclusive, shall…

2:51 Article 2:51

In the event of bankruptcy or suspension of payments of an association that is registered in the commercial register, the announcements which…

2:52 Article 2:52

Insofar as the provisions of this title may be deviated from in the articles of association, such deviation may only be effected by articles of…