NETHERLANDS Law and Practice Contributed by: Coco van Zuiden, Marijn Bodelier, Sabine Schoute and Simone Wijngaard, Greenberg Traurig, LLP
business. The supervisory board also advises the management board. Only individuals may be appointed as supervisory board members. It is mandatory for “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 supervi - sory 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 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. member’s sphere of responsibility. General meeting of shareholders
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. 6.2 Types of Commercial Leases All leases are subject to the general statutory provisions, which are laid down in Sections 7:201-231 (excluding Section 7:230a), DCC. Depending on the use of property, a lease of immovable property will be subject to one of the following legal regimes in addition to the above- mentioned general provisions: • the regime for leases of residential premises; • the regime for leases of “230a premises” ; and • the regime for leases of “290 business prem - ises” . Leases of premises that are used as a retail, handicrafts or camping establishment or as a hotel, restaurant or café are governed by Section 7:290 et seq DCC. Such premises are therefore referred to here as 290 business premises. A
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