NETHERLANDS Law and Practice Contributed by: Vilmar Feenstra, Robert Veenhoven, Joyce Kerkvliet and Sebastiaan Verkerk, Loyens & Loeff N.V.
( medebeleidsbepaler ) of the general partner and there is evidently improper management of the general partner; • such limited partner voluntarily assumes liability for the obligations of the CV; or • in certain exceptional circumstances only, a limited partner is identified with a general partner. A proposed legislative reform may impose sub - stantial changes to Dutch partnership laws (see 4.1 Recent Developments and Proposals for Reform ). Coop If the articles of association of the Coop do not provide otherwise, members and former mem - bers of a Coop are liable for deficits upon liqui - dation or bankruptcy. However, Dutch law allows the liability of the members to be limited or excluded in the articles of association. The let - ters WA ( wettelijke aansprakelijkheid – unlimited liability), BA ( beperkte aansprakelijkheid – limited liability) or UA ( uitsluiting van aansprakelijkheid – exclusion of liability), respectively, have to be added to the name of the Coop to indicate the level of liability of the members. A member of a Coop UA is not liable for any deficit of the Coop. However, a member of a Coop UA may still be held liable for the obligations of the Coop if: • such member has committed a tort; • such member qualifies as a policymaker or a co-policymaker of the Coop and there is evi - dently improper management of the Coop; or • such member voluntarily assumes liability for the obligations of the Coop. BV A BV is a legal entity with capital divided into one or more transferable shares, which has legal personality ( rechtspersoonlijkheid ). A sharehold -
er of a BV is, in principle, not liable for acts per - formed in the name of the company, and does not have to contribute to the losses of the com - pany in excess of the amount to be paid up on its shares. However, the liability of a shareholder for the obligations of the BV may arise if: • such shareholder committed a tort; • such shareholder qualifies as a policymaker or a co-policymaker of the company and there is evidently improper management of the company; • such shareholder voluntarily assumes liability for the obligations of the company; • in exceptional circumstances, where “hiding” behind separate legal identities constitutes an abuse of law, such shareholder may be identi - fied ( vereenzelvigd ) with the company; or • a shareholder receives a distribution in excess of the company’s freely distributable reserves while being aware – or when it rea - sonably should have been aware – that such distribution was not permitted. FGR The liability of a participant of an FGR to make contributions is generally limited to the amount that such participant has agreed to pay. However, although the FGR is not a legal entity ( rechtsper- soon ) or a partnership ( personenvennootschap ), but a contractual arrangement sui generis, the possibility of an FGR being requalified as a part - nership ( maatschap/vennootschap onder firma ) or a limited partnership among the fund man - ager, the title-holder and the investors (ie, the participants) or among the participants cannot be ruled out if, as a factual matter, it meets the constitutive requirements of such a partnership. Upon such a requalification, the investors may become liable for equal amounts ( gelijke delen ) – if the FGR is requalified as a maatschap – or jointly and severally liable ( hoofdelijk aansprake -
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