NETHERLANDS Law and Practice Contributed by: Coco van Zuiden, Marijn Bodelier, Sabine Schoute and Simone Wijngaard, Greenberg Traurig, LLP
General meeting of shareholders The general meeting of shareholders is a cor - porate body formed by all shareholders and all other persons with meeting rights, if any, and has authority over all matters that are not specifically assigned to another corporate body by law or under the articles. At least one general meeting must be convened each year, but in the case of a BV this is not required if, during that year, at least one shareholder resolution is passed without a meeting being held. Both the management and supervisory boards have the power to convene a general meeting of shareholders; other parties may also be granted this power under the articles. Management and supervisory board members have an advisory vote at all general meetings. Only shareholders and, if so provided in the arti - cles, holders of a pledge or usufruct on shares, have voting rights. 5.6 Annual Entity Maintenance and Accounting Compliance Annual entity maintenance and accounting com - pliance with clear process and procedure is very important for all companies, including investors in real estate. The costs depend on the scope of works required. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time The main agreements allowing the use of real estate for a limited period are lease or user agreements.
The management board is responsible for the company’s management. Both the management board collectively and each board member individually has the power to represent (ie, legally bind) the NV or BV. How - ever, the articles may provide that this power vests only in one or more specific board mem - bers or in two or more board members acting jointly. The power to represent the company is unrestricted and unconditional (except in a lim - ited number of cases). Supervisory board (non-executive) An NV’s or BV’s articles may provide for a supervisory board, consisting of one or more members, with the duty to supervise the poli - cies pursued by the management board and the general course of affairs of the company and its business. The supervisory board also advises the management board. Only individuals may be appointed as supervisory board members. It is mandatory for a “structure-regime” NV or BV to have a supervisory board (or a one-tier board; see below) and special provisions apply to the appointment, duties and powers of the supervisory board of such a company. One-tier board (executive and non-executive) Instead of a separate management board and supervisory board, an NV or BV may also have a one-tier board, comprising both executive and non-executive board members. In the case of a one-tier board, the articles or board rules drawn up pursuant to the articles may provide for the delegation to an individual board member of the authority to adopt board resolutions on the matters falling within that member’s sphere of responsibility.
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