NETHERLANDS Law and Practice Contributed by: Bastiaan Cornelisse, Bastiaan Kemp, Michel van Agt and Philippe Hezer, Loyens & Loeff
Loyens & Loeff Parnassusweg 300 1081 LC Amsterdam The Netherlands Tel: +31 205 785 785 Fax: +31 205 785 800 Email: info@loyensloeff.com Web: www.loyensloeff.com
1. Types of Company, Share Classes and Shareholdings 1.1 Types of Company Dutch law distinguishes between the following two types of stock companies. • The public limited liability company ( naamloze ven- nootschap or NV) is typically used for listed com- panies and certain larger companies. The NV is considered the gold standard for listed companies in the Netherlands. • The private limited liability company ( besloten ven- nootschap met beperkte aansprakelijkheid or BV) is the most common type of Dutch company, and is subject to a more flexible legal regime than the NV. BVs are typically used for privately held enter- prises, including joint ventures and family-owned companies, although there are also examples of listed BVs. Commercial activities can also be structured in other legal entities, including the co-operative ( coöperatie ), which is commonly used as a holding company in international group structures. Unless otherwise stated in this guide, the term “com- pany” refers to a BV or an NV, while “listed company” refers to an NV whose shares are listed and admitted to trading on a Dutch regulated market. 1.2 Types of Company Used by Foreign Investors Foreign investors use all the company types listed in 1.1 Types of Company . There are no restrictions on
the types of companies that are open to foreign inves- tors. 1.3 Types or Classes of Shares and General Shareholders’ Rights Dutch law companies only have registered shares, meaning that the shares are registered in the name of the holder. This also applies to listed Dutch com- panies, in which case the legal holder is a Central Securities Depositary (such as Euroclear) so that in the book-entry system trades are settled through entitle- ments to the shares. Unless determined otherwise in a company’s articles of association, the shares carry similar meeting rights, including the right to speak and ask questions at a general meeting, voting rights and profit rights. The company’s articles of association may provide for dif- ferent classes of shares. Commonly issued classes of shares include the following. • Ordinary shares grant typical voting and profit rights. Other classes of shares are generally derived from such ordinary shares. • Preference shares are shares to which special profit rights are attached – for example, with regard to profits and/or the liquidation balance. These may give the holder(s) of such shares a right to a certain percentage of profits before dividends are paid to the other, ordinary shareholders. • Priority shares are shares of a certain type, to which the articles of association attach special governance rights, such as the right of making a (binding) nomination for the appointment of direc- tors or approval rights as to material transactions
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