NETHERLANDS LAW AND PRACTICE Contributed by: Friederike Henke, Ingrid Cools, Philip ter Burg, IJsbrand Uljée, Suzan van de Kam and Epke Spijkerman, BUREN
A partnership under Dutch law is set up by the execution of a partnership agreement between one or more partners. The partnership agree - ment must provide for a durable co-operation between the partners, and must be governed by Dutch law. The partners may be either individu - als or legal entities. A VOF must have at least two general partners, whereas a CV must have at least one managing partner and one limited (or “silent”) partner. Each partner must contribute to the partnership. 3.3 Ongoing Reporting and Disclosure Obligations Private companies must be registered with the trade register of the Dutch Chamber of Com - merce within eight days of incorporation. The trade register holds publicly available informa - tion on companies, such as the names of the managing directors, supervisory directors and proxy holders (including the scope of their pow - ers), if any, and the articles of association. Amendments to the articles of association and certain 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 com - pany are held by one individual or legal entity, certain basic data regarding this sole sharehold - er must also be registered. All companies and legal entities must register the ultimate beneficial owner(s) with the UBO register. Companies must maintain accounting records and prepare financial statements. Additional accounting, auditing and publication require -
ments apply to small, medium, and large com - panies, based on certain thresholds. Dutch law contains no special requirements for the contents of the annual accounts of partner - ships, unless all managing partners are corpo - rations incorporated under foreign law, in which case that partnership is subject to the Dutch Dutch corporate law provides that a Dutch com - pany must have at least a management board consisting of managing directors, and a general meeting of shareholders. Dutch companies may also have a supervisory 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 managing director, who can be a natural person or a legal entity. There are no require - ments regarding the nationality 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 execu - tive and non-executive directors, and a two-tier board consisting of a management (executive) board and a supervisory (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, man - aged by and may be represented by all partners. CVs are managed by the managing partner(s) financial reporting requirements. 3.4 Management Structures
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