Title 4
in forcePublic limited liability companies
Section 1
General provisions
The public limited company (naamloze vennootschap) is a legal person with an authorised capital divided into transferable shares. A shareholder is…
The deed of incorporation of a public limited company (naamloze vennootschap) shall be executed in the Dutch language. A power of attorney to…
The deed of incorporation must contain the articles of association of the public limited company (naamloze vennootschap). The articles of association…
The articles of association shall state the amount of the authorised capital (maatschappelijk kapitaal) and the number and the amount of the shares…
If a public limited company (naamloze vennootschap) converts the amount of the authorised share capital and the amount of the shares in the articles…
If the company, in deviation from Article 67a, changes the amount of the shares, such change shall require the approval of each group of shareholders…
A public limited company (naamloze vennootschap) whose articles of association state the authorised share capital and the amount of the shares in…
The directors are obliged to have the company registered in the trade register and to deposit an authentic copy of the deed of incorporation and of…
When the public limited company (naamloze vennootschap) converts into an association, cooperative or mutual insurance society pursuant to Article 18…
When a private company with limited liability (besloten vennootschap) converts itself into a public limited company (naamloze vennootschap) pursuant…
Upon the petition of the public prosecution service, the court shall dissolve the public limited company (naamloze vennootschap) when it cannot…
All writings, printed documents and announcements, in which the public limited company (naamloze vennootschap) is a party or which emanate from it…
An investment company with variable capital is understood to mean a public limited company (naamloze vennootschap),
Where the articles of association refer to the holders of as many shares as together constitute a certain part of the authorised capital…
For the purposes of Articles 87, 96, 96a, 101 paragraph 6 and 129, a corporate body (orgaan van de vennootschap) shall be understood to mean the…
Section 2
The shares
Shares are the parts into which the authorised capital is divided by the articles of association.
Upon the subscription for a share, the nominal amount must be paid up thereon, as well as, if the share is subscribed for at a higher amount, the…
Payment on a share must be made in cash to the extent that another contribution has not been agreed upon.
If a contribution other than in cash has been agreed upon, that which is contributed must be capable of being valued according to economic standards…
No obligation exceeding the payment of the nominal amount of the share may be imposed upon a shareholder against his will, even by an amendment to…
The articles of association shall determine whether shares are registered shares or bearer shares. Bearer shares shall be issued in the form of a…
Against a subsequent acquirer in good faith, the public limited company (naamloze vennootschap) shall not be admitted to provide evidence that a…
The liquidator of a public limited company (naamloze vennootschap) and, in the event of bankruptcy, the bankruptcy trustee are authorised to call for…
The board of the company shall maintain a register in which the names and addresses of all holders of registered shares are recorded, stating the…
For the issuance and transfer of a registered share, not being a share as referred to in Article 86c, or the transfer of a limited right thereon, a…
The delivery of a registered share or the delivery of a limited right therein in accordance with Article 86 paragraph 1 shall also operate by…
Subject to the provisions of Article 86a paragraph 2, the recognition shall take place in the deed or on the basis of the submission of a notarial…
The following provisions shall apply to the delivery of a registered share or the delivery of a limited right therein in a company of which shares or…
The articles of association may restrict the transferability of registered shares. Such restriction may not be such that it renders the transfer…
The articles of association may provide that in cases defined in the articles of association, the shareholder is obliged to offer and transfer his…
The articles of association may provide that the voting right, the right to attend the general meeting and the right to distributions shall be…
The power to create a usufruct on a share may not be limited or excluded by the articles of association.
The power to pledge a share to bearer cannot be limited or excluded by the articles of association. A right of pledge may be established on…
A public limited company (naamloze vennootschap) may only take its own shares or depositary receipts therefor in pledge if:
After the transfer or allotment of a share that has not been fully paid up, each of the previous shareholders remains jointly and severally liable to…
The holder of bearer shares who has acquired all shares in the capital of the company shall give written notice thereof to the company within eight…
Insofar as the articles of association do not provide otherwise, all shares shall have equal rights and obligations attached to them in proportion to…
A person who, as a shareholder for his own account, provides at least 95% of the issued capital of the public limited company (naamloze…
Bearer certificates for shares may not be issued. As long as bearer certificates are outstanding, the rights attached to the share cannot be…
Section 3
The assets of the public limited company (naamloze vennootschap)
From juridical acts performed on behalf of a public limited company (naamloze vennootschap) to be incorporated, rights and obligations shall only…
If, before or upon incorporation, payment on shares is made in cash, one or more statements must be attached to the deed of incorporation, stating…
Juridical acts:
If, upon incorporation, a contribution on shares other than in cash is agreed upon, the founders shall prepare a description of that which is being…
If, after the incorporation, a contribution on shares other than in cash is agreed upon, the company shall, in accordance with Article 94a paragraph…
A legal act performed by the public limited company (naamloze vennootschap) without the approval of the general meeting or without the statement…
The public limited company (naamloze vennootschap) may not acquire its own shares.
After incorporation, the public limited company (naamloze vennootschap) may only issue shares pursuant to a resolution of the general meeting or of…
Subject to the following two paragraphs, each shareholder shall have a pre-emptive right upon the issuance of shares in proportion to the aggregate…
Articles 96 and 96a do not apply to an investment company with variable capital (beleggingsmaatschappij met veranderlijk kapitaal).
If, in the event of an issuance of shares after incorporation, the amount to be issued has been announced and only a lower amount can be subscribed…
Acquisition by the public limited company (naamloze vennootschap) of shares in its capital that have not been fully paid up is void.
Acquisition of registered shares in violation of paragraphs 2-4 of the preceding article is void. The directors are jointly and severally liable…
If another person acquires shares in the capital of a public limited company (naamloze vennootschap) or depositary receipts therefor in his own name…
The company may not, with a view to the subscription or acquisition by others of shares in its capital or of certificates thereof, provide security…
A subsidiary may not, for its own account, subscribe for or cause to be subscribed for shares in the capital of the public limited company (naamloze…
The general meeting may resolve to reduce the issued capital by cancelling shares or by reducing the amount of shares by means of an amendment to the…
The public limited company (naamloze vennootschap) shall deposit the resolutions referred to in Article 99, paragraph 1, at the office of the trade…
Annually, within five months after the end of the financial year of the company, subject to an extension of this period by a maximum of five months…
The public limited company (naamloze vennootschap) shall ensure that the prepared annual accounts, the management report and the information to be…
A deficit may be offset against the reserves prescribed by law only to the extent permitted by law.
Insofar as the articles of association do not provide otherwise, the profits shall accrue to the shareholders.
Section 4
The general meeting
Within the limits set by the law and the articles of association, the general meeting shall have all powers that have not been granted to the board…
The decisions of the management board regarding a significant change in the identity or character of the company or the enterprise are subject to the…
At least one general meeting shall be held annually.
Within three months after it has become plausible to the board of directors that the equity of the public limited company (naamloze vennootschap) has…
The board of directors and the supervisory board are authorised to convene a general meeting; the articles of association may also grant this…
One or more holders of shares who jointly represent at least one-tenth of the issued capital, or such lesser amount as may be provided for in the…
The relief judge (voorzieningenrechter) of the court shall, after hearing or summoning the public limited company (naamloze vennootschap), grant the…
If those who, pursuant to Article 109 of this Book or the articles of association, are authorised to convene a meeting, have failed to hold a general…
The shareholders as well as the holders of depositary receipts for shares issued with the cooperation of the company shall be convened to the general…
The following shall be stated in the summons:
A subject, the consideration of which has been requested in writing by one or more holders of shares who alone or jointly represent at least…
This article applies to a company whose shares are admitted to trading on a regulated market or a multilateral trading facility as referred to in…
Subject to the provisions of the second sentence of the first paragraph of Article 111 of this Book, the convocation shall take place no later than…
General meetings shall be held in the Netherlands at the place specified in the articles of association, or otherwise in the municipality where the…
Every shareholder is entitled, in person or by a proxy holder authorized in writing, to attend the general meetings, to address the meeting and to…
The articles of association may provide that each shareholder is entitled, in person or by a person holding a written proxy, to participate in the…
The articles of association may provide that votes cast prior to the general meeting via an electronic means of communication or by letter shall be…
The company shall send an electronic confirmation of receipt of a vote cast by electronic means to the person who cast the vote.
Only shareholders have voting rights. Every shareholder has at least one vote. The articles of association may provide that a shareholder is not…
If depositary receipts for shares have been issued with the cooperation of the company and have been admitted to trading on a regulated market or a…
The general meeting may authorize the management board for a period of no more than five years to determine, when convening a general meeting, that…
All resolutions for which no larger majority is prescribed by law or the articles of association shall be adopted by an absolute majority of the…
The general meeting is authorised to amend the articles of association; insofar as the authority to amend may have been excluded by the articles of…
The resolution to increase the amount of the shares and of the authorised capital (maatschappelijk kapitaal) pursuant to Article 67a shall be adopted…
An amendment to a provision of the articles of association, whereby any right has been granted to a person other than to shareholders of the company…
When a proposal to amend the articles of association is to be made to the general meeting, this must always be stated in the notice convening the…
An amendment to the articles of association shall, on pain of nullity, be set forth in a notarial deed. The deed shall be executed in the Dutch…
The directors are obliged to deposit an authentic copy of the amendment and the amended articles of association at the office of the trade register.
During the bankruptcy of the public limited company (naamloze vennootschap), no amendment may be made to its articles of association except with the…
The articles of association may provide that decision-making by shareholders may take place in a manner other than at a meeting, unless bearer shares…
Section 5
The board of directors of the public limited company and the supervision of the board
Subject to restrictions under the articles of association, the board of directors is charged with the management of the company. For a company whose…
The articles of association may provide that the management tasks be divided among one or more non-executive directors and one or more executive…
The board of directors represents the company, insofar as the law does not provide otherwise.
The court within whose jurisdiction the company has its domicile shall have jurisdiction over all legal actions concerning the agreement between the…
The appointment of directors shall be effected for the first time in the deed of incorporation and subsequently by the general meeting. If a company…
There may not be appointed as a director of a company that, on two consecutive balance sheet dates, without subsequent interruption on two…
The articles of association may provide that the appointment by the general meeting shall be made from a nomination.
Each director may be suspended and dismissed at any time by the person who is authorised to appoint them. If Article 129a has been implemented, the…
If the company has established a works council (ondernemingsraad) pursuant to statutory provisions, the proposal for the appointment, suspension or…
The company shall have a policy regarding the remuneration of the management board. The policy shall be adopted by the general meeting. The…
This article applies to the remuneration policy of the company whose shares or depositary receipts for shares issued with the cooperation of the…
The company whose shares or depositary receipts issued with the cooperation of the company have been admitted to trading on a regulated market as…
Unless otherwise provided by the articles of association, the board of directors is not authorised to file a petition for the bankruptcy of the…
Juridical acts of the company towards the holder of all shares in the capital of the company or towards a participant in a community of property of a…
In the event of the bankruptcy of the public limited company (naamloze vennootschap), each director is jointly and severally liable to the estate for…
If the annual accounts, the interim figures published by the company or the management report provide a misleading representation of the state of…
Unless Article 129a has been applied, the articles of association may provide that there shall be a supervisory board (raad van commissarissen). The…
The management board shall provide the supervisory board in a timely manner with the information necessary for the performance of its duties.
The supervisory directors who have not already been designated in the deed of incorporation shall be appointed by the general meeting. The articles…
The following persons may not be appointed as a supervisory director (commissaris) of a company that, on two consecutive balance sheet dates, without…
This article applies to a company whose shares or depositary receipts for shares have been admitted to trading on a regulated market as referred to…
The articles of association may provide that one or more supervisory directors, but no more than one-third of the total number, shall be appointed by…
A supervisory director (commissaris) may be suspended and dismissed by the person or body authorised to make the appointment, unless Article 161…
If the company has established a works council (ondernemingsraad) pursuant to statutory provisions, the proposal for the appointment, suspension, or…
The general meeting may grant a remuneration to the supervisory directors.
Unless the articles of association provide otherwise, the supervisory board is authorized to suspend any director at any time.
The provisions of Articles 9, 131 and 138 shall apply mutatis mutandis to the performance of duties by the supervisory board.
If the annual accounts provide a misleading representation of the state of the company, the supervisory directors shall be jointly and severally…
Section 6
The supervisory board of the large public limited company (naamloze vennootschap)
In this section, a subsidiary (afhankelijke maatschappij) shall be understood to mean:
A public limited company (naamloze vennootschap) must, if the following paragraph applies to it, within two months after the adoption of its annual…
Articles 158-164 of this Book shall apply to a company in respect of which a notification as referred to in the preceding article has been registered…
In deviation from Article 154, Articles 162 and 164a paragraph 2 do not apply to a company in which a participation of at least half of the issued…
By way of derogation from Article 154, Articles 162 and 164a paragraph 2 shall not apply to a company in which:
Our Minister of Justice may, having heard the Social and Economic Council, grant a company, upon its petition, an exemption from one or more of…
A company to which Article 154 of this Book does not apply may, by its articles of association, regulate the manner of appointment and dismissal of…
The company has a supervisory board (raad van commissarissen).
If all supervisory directors are missing, other than pursuant to the provisions of Article 161a, the appointment shall be made by the general meeting.
The following may not be commissioners:
If the articles of association provide that the supervisory board determines the remuneration of directors as referred to in Article 135 paragraph 4…
A supervisory director (commissaris) shall retire at the latest when he has been a supervisory director for four years after his last appointment…
The general meeting may, by an absolute majority of the votes cast, representing at least one-third of the issued capital, withdraw its confidence in…
The supervisory board appoints the directors of the company; this power cannot be limited by any binding nomination. It shall notify the general…
The following decisions of the management board are subject to the approval of the supervisory board regarding:
By way of derogation from Article 158 paragraph 1, Article 129a may be applied. In that case, the provisions regarding the supervisory board or the…
Section 7
Balanced distribution of seats between women and men
This article applies to a company which on two consecutive balance sheet dates, without subsequently on two consecutive balance sheet dates having…
Section 8
Transactions with related parties
This Section applies to companies whose shares or depositary receipts for shares issued with the cooperation of the company have been admitted to…
For transactions entered into in the ordinary course of business and under normal market conditions, the supervisory board or the board of directors…
The company shall disclose material transactions with a related party that have not been entered into in the ordinary course of business or have not…
Articles 168 and 169 paragraphs 1, 2 and 5 shall also apply if a material transaction is entered into by a subsidiary of the company with a related…