NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten and Frédérique van der Wegen, Stibbe
Stibbe Beethovenplein 10 1077 WM Amsterdam The Netherlands Tel: +31 205 460 606 Email: amsterdam@stibbe.com Web: www.stibbe.com
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements The BV and the NV
maatschappij ) and a foundation ( stichting ). Book 2 of the Dutch Civil Code (DCC) applies to these legal enti - ties. Entities Without Legal Personality Entities without legal personality include a general partnership ( vennootschap onder firma or VOF), a limited partnership ( commanditaire vennootschap or CV), a professional partnership ( maatschap ) and a sole trader ( eenmanszaak ). These forms are mainly governed by Book 7A of the DCC and the Dutch Com - mercial Code ( Wetboek van Koophandel ). Unless oth - erwise stated, the answers in this chapter will focus on BVs and NVs. 1.2 Corporate Governance Legislation and Regulation General Several acts are sources of corporate governance requirements for BVs and NVs. The Netherlands is a member of the EU, and Dutch corporate law is based in large part on European regulations implemented in relevant Dutch acts. Dutch Civil Code (Burgerlijk Wetboek) Book 2 of the DCC is the primary source of corpo - rate law in the Netherlands. It governs, among other things, the various corporate bodies within a compa - ny, the duties, powers and liabilities of these bodies, representation and conflicts of interest, shareholder rights, meetings, voting rights, financial reporting and disclosure. Book 2 applies to both privately held and publicly listed companies, with some provisions tai - lored to listed NVs and BVs.
Under Dutch law, the principal forms of corporate and business organisation are categorised into legal enti - ties with legal personality and entities without legal personality. The corporate entities that are most fre - quently used for commercial activities in the Neth - erlands are the private company with limited liability ( besloten vennootschap met beperkte aansprakelijk- heid or BV) and the public company with limited liabil - ity ( naamloze vennootschap or NV). The BV and the NV are legal persons under Dutch law. Their equity is divided into shares that are held by one or more shareholders. The BV is the most frequently used type of corporate entity in the Netherlands. Most Dutch listed companies are NVs, but it is also possible to list as a BV. The definition of a “Dutch listed company” in this chapter refers to (i) all companies with registered offices in the Netherlands whose shares or depositary receipts for shares have been admitted to trading on a regulated market or a comparable system; and (ii) all large companies (ie, those with a balance sheet value of more than EUR500 million) with registered offices in the Netherlands whose shares or depositary receipts for shares have been admitted to trading on a multilateral trading facility or a comparable system. Other Entities With Legal Personality Other legal entities in the Netherlands include an association ( vereniging ), a co-operative ( coöperatie ), a mutual insurance association ( onderlinge waarborg-
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