Title 7

The provisions of this title shall apply to the association (vereniging), the cooperative (coöperatie), the mutual insurance society (onderlinge…

Merger is the juridical act of two or more legal persons whereby one of these acquires the assets and liabilities of the other under general title…

Legal persons may merge with legal persons that have the same legal form.

With the exception of the acquiring legal person, the merging legal persons shall cease to exist by virtue of the merger taking effect.

The boards of the legal persons to be merged shall prepare a proposal for merger.

In a written explanatory memorandum, the board of each merging legal person shall state the reasons for the merger, providing an exposition of the…

Each legal person to be merged shall deposit at the office of the trade register or make public by electronic means at the trade register:

The board of each merging legal entity is obliged to inform the general meeting and the other merging legal entities of any significant changes in…

At least one of the legal entities to be merged must, on pain of the opposition referred to in the following paragraph being declared well-founded…

The resolution for merger shall be adopted by the general meeting; in a foundation, the resolution shall be adopted by the person or body authorised…

The merger shall be effected by notarial deed and shall take effect as of the day following that on which the deed is executed. The deed may only be…

A pledge and a usufruct on a membership right or on shares of the disappearing legal entities shall transfer to that which replaces them.

A person who, other than as a member or shareholder, holds a special right against a disappearing legal entity, such as a right to a distribution of…

At the time as of which the acquiring legal person will account for the financial data of a disappearing legal person in its own annual accounts or…

If, as a result of the merger, a contract of a merging legal person should not, according to standards of reasonableness and fairness, remain in…

The court may only annul a merger:

This Section applies if a public limited company (naamloze vennootschap) or a private limited liability company (besloten vennootschap) merges.

If shares or depositary receipts for shares in the capital of a company to be merged have been admitted to trading on a regulated market or a…

The proposal for merger shall state, in addition to the data referred to in Article 312:

In the explanatory notes to the merger proposal, the management board must state:

An auditor designated by the board as referred to in Article 393 must examine the merger proposal and must state whether, in his opinion, the…

Article 314 paragraph 2 also applies for the benefit of holders of certificates of shares issued with the cooperation of a public limited company…

For the resolution to merge of the general meeting, a majority of at least two-thirds is required in any event if less than half of the issued…

When the acquiring company, or in the application of Article 333a the group company that grants the shares, is not a private company with limited…

Unless the articles of association provide otherwise, an acquiring company may decide to merge by a resolution of the management board.

If the acquiring company merges with a company of which it holds all shares or with an association, cooperative or mutual insurance society of which…

The deed of merger may provide that the shareholders of the disappearing companies shall become shareholders of a group company of the acquiring…

This Section applies if a public limited company (naamloze vennootschap), a private company with limited liability (besloten vennootschap met…

A public limited company (naamloze vennootschap) or a private limited liability company (besloten vennootschap) may merge with a capital company…

The joint merger proposal shall state, in addition to the data referred to in Articles 312 and 326:

The management board of each merging company shall prepare a notice addressed to the shareholders, the creditors, and the works council or, if a…

The written explanatory notes, referred to in Article 313 paragraph 1, shall contain a section for the shareholders and a section for the employees…

In the statement as referred to in Article 328, paragraph 1, second sentence, the nominal amount paid up on the joint shares acquired by the…

In the case of Article 333 paragraph 2, the disappearing companies may decide to merge by a resolution of the management board, unless the articles…

By way of derogation from Article 330, paragraph 1, first sentence, a majority of at least two-thirds of the votes cast shall be required for the…

If the acquiring company is a company governed by the law of another Member State of the European Union or the European Economic Area, a shareholder…

In deviation from Article 316, paragraph 2, first sentence, any creditor may, until three months after all companies to be merged have announced the…

In deviation from Article 318 paragraph 1, first sentence, a merger in which the acquiring company is a company governed by the law of another Member…

If the acquiring company is a company under Netherlands law, the notary shall, at the request of the merging companies, declare at the foot of the…

The registrar of the commercial register where the acquiring company is registered shall, immediately after the registration of the merger, notify…

In this Article, arrangements regarding employee participation shall be understood as arrangements regarding employee participation as referred to in…

The nullity or annulment of a merger based on this section cannot be pronounced. Article 323 is not applicable.

Splitsing is pure division (zuivere splitsing) and partial division (afsplitsing).

The parties to a division must have the same legal form.

If the entire assets of the splitting legal person are transferred, it shall cease to exist upon the splitting taking effect.

Except insofar as the acquiring legal entities are public limited companies (naamloze vennootschappen) or private limited liability companies…

The members or shareholders of the splitting legal person become, by virtue of the division, members or shareholders of all acquiring legal persons.

The management boards of the parties to the division shall prepare a proposal for division.

In a written explanatory memorandum, the board of each party to the division shall state the reasons for the division, including an exposition of the…

Each party to the division shall deposit at the office of the trade register or make public by electronic means at the trade register:

The management board of each party to the division is obliged to inform the general meeting and the other parties to the division of any significant…

A legal relationship to which the splitting legal person is a party may, on pain of the opposition referred to in Article 334l being declared…

At least one of the parties to the division must, on pain of the opposition referred to in Article 334l being declared well-founded, provide security…

Until one month after all parties to the division have announced the filing or disclosure of the proposal for division, any counterparty to a legal…

The resolution for division shall be adopted by the general meeting; in a foundation, the resolution shall be adopted by the person or body…

The division shall be effected by a notarial deed and shall become effective as of the day following the day on which the deed is executed. The deed…

The pledgee or usufructuary of a membership right or of shares in the capital of the legal person being split shall acquire an identical right in…

A person who, other than in the capacity of a member or shareholder, holds a special right against the legal person being split, such as a right to a…

If the split legal person ceases to exist upon the split, its final financial year shall have ended at the time from which the financial data…

If, as a consequence of the division, an agreement of a party to the division should not, according to standards of reasonableness and fairness…

Paragraphs 2 to 4 apply if it cannot be determined from the description attached to the deed of division which legal person is the person entitled to…

The acquiring legal entities and the surviving split legal entity are liable for the performance of the obligations of the split legal entity at the…

The court may only annul a division:

An accountant designated by the board as referred to in Article 393 must examine the proposal for division and must declare whether the proposed…

With regard to the shares allotted by an acquiring public limited company (naamloze vennootschap), Article 94a paragraphs 1, 2, 6, 7 and 8, and…

In the event of a pure division (zuivere splitsing), the deed of division may provide that different shareholders of the dividing legal person shall…

Article 334h paragraph 2 also applies for the benefit of holders of certificates of shares in a public limited company (naamloze vennootschap) issued…

For the resolution on a demerger by the general meeting, a majority of at least two-thirds shall be required in any event if less than one-half of…

When one of the acquiring companies, or in the application of Article 334ii a group company that grants the shares, is not a private company with…

Unless the articles of association provide otherwise, an acquiring company may decide on a division by a resolution of the management board. The same…

If all acquiring companies are formed upon the division and the dividing legal person becomes the sole shareholder thereof upon the division…

The deed of division may provide that the shareholders of the dividing company shall become shareholders of a group company of an acquiring company…

This Section applies if, in the event of a division, a public limited company (naamloze vennootschap) or a private limited liability company…

At the time of the division, the value of the part of the assets retained by the continuing dividing public limited company (naamloze vennootschap)…

If shares or depositary receipts for shares in the capital of a splitting company have been admitted to trading on a regulated market or a…

The proposal for division shall state, in addition to the data referred to in Article 334f:

In the explanatory notes to the proposal for division, the management board must state:

This Section applies if, upon the division of a public limited company (naamloze vennootschap) or a private company with limited liability (besloten…

Articles 334s, 334u, 334bb, 334cc, 334ee paragraphs 1 and 2, 334ee1, 334ff, 334hh paragraph 2 and 334ii shall not apply in the case of a cross-border…

The proposal for division shall state, in addition to the data referred to in Articles 334f and 334y:

The management board of the splitting company shall prepare a notice addressed to the shareholders, the creditors, and the works council or, if a…

The written explanatory notes, referred to in Article 334g paragraph 1, shall contain a section for the shareholders and a section for the employees…

A statement as referred to in Article 334aa paragraph 2 is only required if a splitting public limited liability company (naamloze vennootschap) with…

A majority of at least two-thirds of the votes cast is required for the resolution to split of the general meeting.

If an acquiring company is a company governed by the law of another Member State of the European Union or the European Economic Area, the shareholder…

In deviation from Article 334l, paragraph 1, first sentence, every creditor may, until three months after the splitting company has announced the…

Paragraphs 2 to 4 apply if it cannot be determined from the description referred to in Article 334f, paragraph 2, under (d), which company is the…

In deviation from Article 334t paragraph 2, for indivisible obligations of the split company, the acquiring company to which the obligation has…

If the splitting company is a company under Netherlands law, Article 334n paragraph 1, first sentence, shall apply, on the understanding that the…

If an acquiring company is a company under Netherlands law, the notary shall, at the request of the splitting company, declare that it has appeared…

The registrar of the commercial register where an acquiring company is registered shall, immediately after such registration, give notice thereof to…

In this Article, arrangements regarding employee participation shall be understood to mean arrangements regarding employee participation as referred…

The nullity or annulment of a division (splitsing) on the basis of this section cannot be pronounced.