NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
tors of the management board and to remove them from office – the supervisory board lacks this authority if the so-called mitigated large company regime applies (as described in the following); and • certain important resolutions of the manage - ment board require the prior approval of the supervisory board (or the majority of the non- executive directors in the case of a one-tier board). The large company regime ( structuurregime ) is applicable to a Dutch company that has filed a registration with the Dutch Trade Register, stating that from its adopted annual accounts it appears that: • its issued capital and reserves amount to not less than EUR16 million; • it has set up a works council on the grounds of a statutory requirement; and • as a rule, it employs at least 100 employees in the Netherlands. It must also have kept this mandatory regis - tration with the Dutch Trade Register for three consecutive years. Upon the expiration of this three-year term, the company’s articles of asso - ciation must be amended to incorporate certain mandatory provisions relating to the large com - pany regime. For the second and third requirements men - tioned in the foregoing, the dependent compa - nies ( afhankelijke maatschappijen ) of the com - pany are also taken into account. A company qualifies as a dependent company of another legal entity if, among other things, such other entity provides at least 50% of the capital of such company.
A company that meets the criteria set out in the foregoing is required to file a registration with the Dutch Trade Register within two months after the adoption or approval of the company’s annual accounts by the general meeting. A repeated annual registration to fall under the large compa - ny regime for consecutive years is not required. Exemptions The large company regime does not apply to certain companies, such as: • companies that exclusively or almost exclu - sively operate as holding or finance compa - nies for their group companies, provided that the majority of the employees of the group are employed outside the Netherlands; and • companies of which at least half of the share capital is held by a company that applies the large company regime. Mitigated Large Company Regime (Beperkt Structuurregime) Certain companies that fall under the large company regime ( structuurvennootchappen ) are allowed to apply the mitigated large com - pany regime ( beperkt structuurregime ) instead of the full large company regime. This applies, for example, to structuurvennootschappen in which at least 50% of the share capital is held by a legal entity (either by itself or by its depend - ent company) that employs the majority of its employees outside the Netherlands. Under the mitigated large company regime, the general meeting appoints the managing directors (as opposed to the supervisory board, which is enti - tled to appoint the managing directors if the full large company regime applies). For more infor - mation, see 4.4 Appointment and removal of Directors/Officers .
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