Title 5
in forcePrivate companies with limited liability
Section 1
General provisions
This Title applies to the private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). The private company with…
A company may be incorporated by electronic notarial deed by one or more nationals of a Member State of the European Union.
The deed of incorporation of the company shall be executed in the Dutch language. A power of attorney to cooperate with that deed must have been…
The deed of incorporation must contain the articles of association of the company. The articles of association shall contain the name, the registered…
The articles of association shall state the nominal amount of the shares. If there are shares of different classes, the articles of association shall…
If a company converts the amount of the authorised capital and the amount of the shares in guilders into euros in the articles of association, the…
If the company, in deviation from Article 178a, changes the amount of the shares, such change shall require the approval of each group of…
A company whose articles of association state the authorised capital and the amount of the shares in guilders may, in its dealings with third…
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 company converts into an association, cooperative, or mutual insurance society (onderlinge waarborgmaatschappij) pursuant to Article 18…
The company shall deposit the resolution for conversion into an association, foundation, cooperative, or mutual insurance society (onderlinge…
When a legal person converts into a private limited liability company (besloten vennootschap) pursuant to Article 18, the following shall be attached…
Upon petition of the public prosecution service, the court shall dissolve the company when it cannot achieve its object due to a lack of assets, and…
All writings, printed documents and announcements to which the company is a party or which emanate from it, with the exception of telegrams and…
If shares of the company or depositary receipts for shares have been admitted to trading on a regulated market as referred to in Article 1:1 of the…
Where the articles of association refer to the holders of such number of shares as together constitute a certain part of the share capital…
For the purposes of Articles 192, 197 paragraph 3, 198 paragraph 3, 206, Article 210 paragraph 7, 216 paragraph 1, 227 paragraph 2, 239 and 244, a…
Section 2
The shares
Rights that include neither voting rights nor an entitlement to a distribution of profit or reserves shall not be classified as shares.
Upon the subscription for a share, the nominal amount thereof must be paid up. It may be stipulated that the nominal amount or a part thereof need…
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…
The articles of association may, with respect to all shares or shares of a particular class or designation:
If a shareholder, who is not bound by a statutory obligation or requirement as referred to in Article 192 paragraph 1, wishes to alienate his shares…
The liquidator of a company and, in the event of bankruptcy, the bankruptcy trustee, are authorised to call up and collect all mandatory payments on…
The board of the company shall maintain a register in which the names and addresses of all shareholders are recorded, stating the date on which they…
Unless the articles of association provide otherwise, a valid transfer of shares requires that the shareholder who wishes to alienate one or more…
For the issuance and transfer of a share or the transfer of a limited right therein, a deed executed for that purpose before a notary officiating in…
The transfer of a share or the transfer of a limited right therein in accordance with Article 196 paragraph 1 shall also operate by operation of law…
Subject to the provisions of Article 196a paragraph 2, the recognition shall take place in the deed or on the basis of the submission of a notarial…
Articles 196a and 196b shall apply mutatis mutandis with regard to the transfer of a share certificate to which meeting rights are attached, on the…
The power to create a usufruct on a share cannot be limited or excluded by the articles of association.
A right of pledge may be established on shares, unless the articles of association provide otherwise.
After 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…
Unless otherwise provided by the articles of association, all shares shall have equal rights and obligations attached to them in proportion to their…
A person who, as a shareholder for their own account, provides at least 95% of the issued capital of the company and can exercise at least 95% of the…
Bearer certificates for shares may not be issued. If this provision is contravened, the rights attached to the share may not be exercised for as long…
Section 3
The assets of the company
From juridical acts performed on behalf of a company to be incorporated, rights and obligations shall only arise for the company when it ratifies…
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 204a paragraph…
The company may not acquire its own shares.
The company may only issue shares after incorporation pursuant to a resolution of the general meeting, insofar as no other body has been designated…
Insofar as the articles of association do not provide otherwise, each shareholder shall have a pre-emptive right upon the issuance of shares in…
The board of directors decides on the acquisition of shares in the capital of the company. The acquisition by the company of shares in its capital…
Acquisition of shares at the expense of the reserves referred to in Article 207, paragraph 2, or in violation of an exclusion or restriction as…
If another person, in their own name, subscribes for or acquires shares in the capital of the company or certificates thereof for the account of the…
A subsidiary may not, for its own account, subscribe for or cause to be subscribed for shares in the capital of the company. Such shares may only be…
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…
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 company shall ensure that the prepared annual accounts, the management report and the information to be added pursuant to Article 392, paragraph…
A deficit may be offset against the reserves prescribed by law only to the extent permitted by law.
The general meeting is authorized to determine the appropriation of the profit as established by the adoption of the annual accounts and to determine…
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 assigned to the board…
During each financial year, at least one general meeting shall be held or a resolution shall be passed at least once in accordance with Article 210…
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, alone or jointly, represent at least one-hundredth part of the issued capital, may address a written petition to…
The preliminary relief judge of the court shall grant the requested authorisation, after hearing or summoning the company, if the petitioners have…
If those who are authorised to convene a meeting pursuant to Article 219 have failed to hold a general meeting prescribed by Article 218 or the…
The convocation of the general meeting shall be effected by means of convocation letters sent to the addresses of the shareholders and other persons…
The notice of summons shall state the matters to be considered.
An item, the consideration of which has been requested in writing by one or more holders of shares who alone or jointly represent at least…
Without prejudice to the provisions of the third sentence of paragraph 1 of Article 221, the notice of the meeting shall be given no later than on…
The general meeting shall be held at the place specified in the articles of association or, otherwise, in the municipality where the company has its…
In this Title, the right to attend meetings (vergaderrecht) shall be understood as the right to attend the general meeting, in person or by a proxy…
The articles of association may provide that each shareholder is authorised, in person or by a written proxy, to participate in the general meeting…
The articles of association may provide that votes cast via an electronic means of communication prior to the general meeting, but not earlier than…
Only shareholders have voting rights. Every shareholder has at least one vote. The articles of association may provide that a shareholder is not…
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 authorized 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 178a shall be…
An amendment to a provision of the articles of association, whereby any right is granted to a person other than to shareholders of the company as…
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 company, no amendment may be made to its articles of association except with the consent of the bankruptcy trustee…
Decision-making by shareholders may take place in a manner other than at a meeting, provided that all persons entitled to attend meetings have…
Section 5
The management of the company and the supervision of the management
Subject to restrictions under the articles of association, the board of directors is charged with the management of the company.
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 take cognizance of 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 or, if the…
The following persons may not be appointed as a director of a company that, on two consecutive balance sheet dates, without subsequent interruption…
The articles of association may provide that the appointment by the general meeting shall be made from a nomination.
Each director may at any time be suspended and dismissed by the body authorised to make the appointment. The articles of association may provide that…
Insofar as the articles of association do not provide otherwise, the remuneration of directors shall be determined by the general meeting.
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 company, each director is jointly and severally liable to the estate for the amount of the debts to the extent…
If the annual accounts, the interim figures or the management report, insofar as these have been made public, provide a misleading representation of…
Unless Article 239a 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 or, if the…
The following persons may not be appointed as a supervisory director (commissaris) of a company that, on two consecutive balance sheet dates, without…
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 may be suspended and dismissed by the person or body authorised to make the appointment. The articles of association may…
The general meeting may grant a remuneration to the supervisory directors.
Unless the articles of association provide otherwise, the supervisory board is authorised to suspend any director at any time.
The provisions of Articles 9, 241 and 248 shall apply mutatis mutandis to the performance of duties by the supervisory board.
If the published annual accounts present a misleading representation of the state of the company, the supervisory directors shall be jointly and…
Section 6
The supervisory board of the large private company with limited liability
In this section, a dependent company (afhankelijke maatschappij) shall mean:
A company must, if the following paragraph applies to it, within two months after the adoption of its annual accounts by the general meeting, file a…
Articles 268-274 of this Book shall apply to a company in respect of which a statement as referred to in the preceding article has been registered…
By way of derogation from Article 264, Articles 272 and 274a paragraph 2 shall not apply to a company in which a participation of at least half of…
By way of derogation from Article 264, Articles 272 and 274a 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 264 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.
If all supervisory directors are missing, other than pursuant to the provisions of Article 271a, the appointment shall be made by the general meeting.
The following may not be commissioners:
A supervisory director (commissaris) shall step down 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 resolutions of the management board are subject to the approval of the supervisory board regarding:
By way of derogation from Article 268 paragraph 1, Article 239a may be applied. In that case, the provisions regarding the supervisory board (raad…
Section 7
Balanced distribution of seats between women and men
This Article applies to a company which, on two consecutive balance sheet dates and without subsequently having ceased to do so on two consecutive…
Section 8