Title 7a — Special provisions for cross-border conversions · Civil Code — Book 2 (legal persons)

2:335 Article 2:335

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

2:335a Article 2:335a

Articles 18, 71, 72, 181, 182 and 183 shall not apply in the event of a cross-border conversion.

2:335b Article 2:335b

The board of the company to be converted shall draw up a proposal for conversion.

2:335c Article 2:335c

The management board of the company to be converted shall draw up a notice addressed to the shareholders, the creditors and the works council or, if…

2:335d Article 2:335d

In a written explanatory note, the management board of the company to be converted shall state the reasons for the conversion, including an…

2:335e Article 2:335e

An auditor as referred to in Article 393, appointed by the board, must examine the proposal for conversion and must declare whether, in his opinion…

2:335f Article 2:335f

The company to be converted shall deposit at the office of the commercial register or make public by electronic means at the commercial register:

2:335g Article 2:335g

Article 335f paragraph 2 also applies for the benefit of holders of certificates of shares issued with the cooperation of a public limited company…

2:335h Article 2:335h

The resolution for conversion shall be adopted by the general meeting. The resolution may not deviate from the proposal for conversion.

2:335i Article 2:335i

The shareholder of the company to be converted who has voted against the conversion proposal, as well as every holder of non-voting shares, may…

2:335j Article 2:335j

The company to be converted must, on pain of the opposition referred to in the following paragraph being declared well-founded, provide security or…

2:335k Article 2:335k

The company whose registered office has been moved from the Netherlands to another Member State of the European Union or the European Economic Area…

2:335l Article 2:335l

If the company to be converted is a company under Netherlands law, the cross-border conversion shall take effect in the manner and on the date…

2:335m Article 2:335m

If a capital company under the law of another Member State of the European Union or the European Economic Area is converted into a company under…

2:335n Article 2:335n

The registrar of the commercial register where the converted company is registered shall, immediately after the registration of the conversion…

2:335o Article 2:335o

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

2:335p Article 2:335p

The nullity or annulment of a conversion on the basis of this Title cannot be pronounced.