NETHERLANDS Law and Practice Contributed by: Coco van Zuiden, Marijn Bodelier, Sabine Schoute and Simone Wijngaard, Greenberg Traurig, LLP
of shares per class, if applicable) and the nomi - nal value, in euro, of the shares (class). The incorporation deed must state the amount of the issued share capital, which must be at least 20% of the authorised share capital (or 10%, after the deduction of the nominal value of any treasury shares, if the NV is an investment company with variable capital). The deed must also state the amount paid up on the issued shares at incorporation (to be at least 25% of the issued share capital and at least EUR45,000). The NV and a shareholder can agree that part of the nominal value of the shares issued to that shareholder (up to 75% of the nominal value per share) need not be paid up until the NV calls for payment. Until the paid-up portion of the share capital amounts to at least EUR45,000 and to at least 25% of the issued share capital as set out in the incorporation deed and until the NV is duly reg - istered in the trade register, the board members are jointly and severally liable, together with the NV, for all legal acts performed in the company’s name. BVs A BV may only issue registered shares. At all times there must be at least one share with vot- ing rights held by a party other than, and not on behalf of, the BV itself (or its subsidiaries, if any). The articles must state the shares’ nominal value (which can be in any currency) and, if the BV has different classes of shares, the nominal value of the shares in each class. The articles may also provide for authorised share capital, but this is not mandatory and, in fact, would restrict a BV’s flexibility to restructure its share capital. The deed of incorporation must state the amount of the issued share capital and the amount
paid up on the issued shares. It may be agreed between the BV and a shareholder that payment of all or part of the shares’ nominal value will be deferred until the BV calls for payment. Conse - quently, and because no minimum share capital requirement applies, a BV may be incorporated with an issued share capital as low as EUR0.01, comprising one share with voting rights, and a paid-up share capital of zero. CVs Although a CV is not an entity with capital divided into shares, it may issue shares or participations to its partners, which is particularly important if the partners wish the CV to be classified as a real estate vehicle for Dutch real estate transfer tax purposes. 5.5 Applicable Governance Requirements Governance NVs/BVs Management board (executive) NVs and BVs must have a management board consisting of at least one member. Where an NV or a BV is subject to the “struc - ture regime” its management board members are, in principle, appointed by the company’s supervisory board. The structure regime applies if certain conditions are met for three consecu - tive years. Individuals and legal entities may be manage - ment board members and no requirements as to nationality or residence apply. However, from a tax perspective it may be desirable for at least 50% of the members (preferably individuals) to be resident in the Netherlands and for board meetings to be held in the Netherlands and be attended by all members in person.
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