NETHERLANDS Law and Practice Contributed by: Friederike Henke, Ingrid Cools, Philip ter Burg, IJsbrand Uljée, Suzan van de Kam and Epke Spijkerman, BUREN
3.3 Ongoing Reporting and Disclosure Obligations Private companies must be registered with the trade register of the Dutch Chamber of Commerce within eight days of incorporation. The trade register holds publicly available information on companies, such as the names of the managing directors, supervisory directors and proxy holders (including the scope of their powers), if any, and the articles of association. Amendments to the articles of association and cer - tain amendments to the limited partnership agreement must be filed and registered with the trade register, as must certain changes in the company/partnership. If all issued and outstanding shares in the company are held by one individual or legal entity, certain basic data regarding this sole shareholder must also be reg - istered. All companies and legal entities must register the ulti - mate beneficial owner(s) with the UBO register. Companies must maintain accounting records and prepare financial statements. Additional accounting, auditing and publication requirements apply to small, medium, and large companies, based on certain thresholds. Dutch law contains no special requirements for the contents of the annual accounts of partnerships, unless all managing partners are corporations incor - porated under foreign law, in which case that partner - ship is subject to the Dutch financial reporting require - ments. 3.4 Management Structures Dutch corporate law provides that a Dutch company must have at least a management board consisting of managing directors, and a general meeting of share - holders. Dutch companies may also have a superviso - ry board, although this is not required for most Dutch companies. The management board is the executive body of the company, charged with the company’s day-to-day management. The management board may consist of just one man - aging director, who can be a natural person or a legal
entity. There are no requirements regarding the nation - ality or the place of residence of managing directors (although this may be a highly relevant issue for tax purposes). Dutch corporate law offers companies a choice between a one-tier board consisting of executive and non-executive directors, and a two-tier board consist - ing of a management (executive) board and a super - visory (non-executive) board. Large companies that meet certain statutory criteria must have a one-tier board (with non-executive directors) or a supervisory board with considerable powers (as prescribed by law). As for partnerships, VOFs are, in principle, managed by and may be represented by all partners. CVs are managed by the managing partner(s) who is/are responsible for the day-to-day affairs of the CV. 3.5 Directors’, Officers’ and Shareholders’ Liability A distinction should be made between the internal and external liability of managing directors: internal liability exists towards the company, while external liability exists towards third parties, such as creditors of the company or the tax authorities. As a general rule, managing directors are jointly and severally liable for mismanagement only in cases of serious culpability ( ernstig verwijt ). Mismanagement can consist of acting (or failing to act) in violation of the law or the articles of association, or acting in a clearly unreasonable way. Managing directors who enter into a contract on behalf of a company while knowing (or having reason to know) that the company will not be able to fulfil its contractual obligations or will not have sufficient assets against which to take recourse may be held liable (externally) for any resulting damages. The bur - den of proof rests with the prejudiced creditor. As a general rule, shareholders are not personally liable for acts performed in the name of the company, and are under no obligation to contribute to the losses of the company in excess of the amount to be paid on
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