Key Benefits:
Civil Code Book 2, Legal Persons
1 The State, the provinces, the communes, the waterboards and all the bodies to which the Constitution The granting of a regulatory authority is a legal personality.
2 Other bodies, to which a part of the public service mission is assigned, shall have legal personality only if it is in accordance with or pursuant to the law.
3 The following articles of this title, except Article 5 , shall not apply to legal persons referred to in the preceding paragraphs.
1 Denominations and their self-employed parts and bodies in which they are united possess legal personality.
2 They are governed by their own statute, in so far as this is not contrary to the law. With the exception of Article 5 the following Articles of this Title shall not apply to them; their corresponding application shall be permitted, in so far as it is compatible with their Staff Regulations and the nature of the relations between them.
Associations, cooperatives, mutual societies, public limitedliability companies, private companies with limited liability and foundations have legal personality.
1 A legal person shall not arise in the absence of a deed signed by a notary, to the extent required by the law for the establishment. The lack of a power of authenticity to a deed signed by a notary shall prevent the creation of the legal person only if that legal person was created in a disposition of property created by that act.
2 Destruction of the legal act resulting in the creation of a legal person does not affect its existence. The expiry of the participation of one or more of the founders of a legal person shall not in itself affect the validity of the participation of the remaining parents.
3 In particular, a non-existing legal entity shall constitute an own funds, the court shall, at the request of any interested party or public prosecutor, appoint one or more liquidators. Article 22 shall apply mutatis mutandis.
4 The assets shall be liquidated as that of a decomposed legal entity in the legal form of a decomposed legal form. Those who have acted as directors are jointly and severally linked to the debts of this assets which have become due in the period in which they did so. They are also linked to debts arising from legal acts committed at the time of such assets, provided that no one is connected by the previous sentence. If there are no persons who are related to the previous two sentences, then those who are trading are jointly and severally linked.
5 If a legal person is to be set up to follow up the assets, the court may, on request, permit that it not be wound up, but that it is inserted into that legal person.
A legal person shall be a natural person in respect of the right of capital, except where otherwise provided by the law.
1 By amendments to statutes and regulations and to the dissolution of the legal person, which must be made public under this book, before such publication and, in the case of change of status, the prescribed disclosure of the Statutes have been made, no appeal shall be made against a counterparty or third parties who were unskilable.
2 An appeal by law to the statutory lack of jurisdiction of the Board or of a director to represent the legal person in a legal act cannot be made against a counterparty which was unskilable, if the person concerned has not, limitation or exclusion of the competence not at the time of the provision of that act on the methods prescribed by the law was made public. The same applies to a restriction on the powers of representation of persons other than directors to whom the statutes are conferred upon them.
3 The legal person may not invoke the inaccuracy or incompleteness of the information contained in the register against a counterparty which was illogical thereof. Proper and complete registration elsewhere or disclosure of the bylaws is in itself not sufficient evidence that the counterparty of the inaccuracy or incompleteness was not unskilful.
4 In so far as the law does not otherwise determine, the other party of a legal person may not rely on unfamiliarity with a fact disclosed in a manner specified by law, unless that disclosure has not been made in any way that the Law does not require or is not the required communication of that law.
5 The two previous members shall not apply to judgments entered in the Register of Bankruptcy Or Surséanceregister.
A legal act carried out by a legal person shall be voidable if the aim was exceeded and the other party knew or had to know without any investigation; only the legal person may bring an action on that ground to destroy it.
1 A legal person and those who are involved in the organisation of the organisation under the law and the statutes must act as such towards that which is claimed by reasonableness and fairness.
2 A rule between them under law, custom, statutes, regulations or decree shall not apply to the extent that, in the circumstances given, this would be unacceptable by measures of reasonableness and fairness.
1 Each driver shall be kept to the legal person to a proper performance of his task. The task of the driver shall be all administrative tasks which are not assigned to one or more other drivers by or under the law or the statutes.
2 Each driver bears responsibility for the general course of affairs. He shall be responsible for the full of improper administration, unless he can be seriously accused of the duties assigned to others and he has not been negligent in taking measures to deal with the consequences of such an administration. turn off impropery administration.
1 The management is required of the legal status of the legal person and of everything relating to the work of the legal person, to the requirements arising from this work, to conduct an administration and to do so store books, records and other data media in such a way that at all times the rights and obligations of the legal person may be known.
2 Without prejudice to the following titles, the Steering Board shall, within six months of the end of the financial year, make the balance sheet and the statement of the benefits of the legal person and make it on paper.
3 The Steering Board shall be obliged to keep the books, records and other data media referred to in paragraphs 1 and 2 for seven years.
4 The data presented on a data medium, except for the balance sheet and record of benefits and charges, may be transferred and retained on another data medium, provided that the transmission is made with proper and complete reproduction. of the data and these data are available throughout the storage period and can be made legible within a reasonable time.
The financial year of a legal person shall be the calendar year, if no other financial year is specified in the statutes.
The liability of a legal person as a director of another legal person shall also be severally applicable to any person who is a driver at the time of the occurrence of the liability of the legal person.
A right to vote on decisions by which the legal person confers rights or waives rights, other than in their capacity as a member, shareholder or member of a body, may be entitled to such persons and their rights under the statutes of the Member State. spouse, registered partner, and blood relatives in the straight line are denied.
1 A vote is null and void in cases where a unilateral act is null and void; a voice cannot be destroyed.
2 An inept who is a member of an association may exercise his right to vote in it, provided that the statutes do not oppose such voting; in other cases, the exercise of voting rights shall be granted to his legal representative.
3 Unless otherwise provided for by the Statute, it shall be decisive in the sitting of a body of a legal person, of the President on the outcome of a vote. The same applies to the content of a decision taken, to the extent that it was voted on a proposal which was not written in writing.
If the majority of the sitting or, if the original vote does not have a roll call or in writing, a new vote will be taken immediately after the judgment of the President has been expressed, a further vote shall be taken. A voting-entitled person shall require this to be present. This new vote will result in the legal effects of the original vote.
1 A decision of a body of a legal person, contrary to the law or the statutes, shall be null and void unless otherwise provided by the law.
2 Is a decision void, because it has been taken despite the absence of any prior act of or communication prescribed by the law or the statutes of a communication to a body other than the institution which has taken the decision, it may be Confirmed. If a requirement is required for the missing act, it is also the case for ratification.
3 Ratification is no longer possible at the end of a reasonable period, which has been put to the other by the institution which has taken the decision or by the other party to whom it was addressed.
1 A decision of a body of a legal person shall, without prejudice to the provisions of the law governing the possibility of destruction, be:
a. In the event of conflict with legal or statutory provisions governing the adoption of decisions;
b. for struggle with the reasonableness and fairness caused by Article 8 shall be required;
c. for struggle with a regulation.
2 To the provisions referred to in the preceding paragraph A , do not include those which contain the rules on which to Article 14 (2) shall be dosed.
3 Destruction shall be effected by a judgment of the court of residence of the legal person:
a. on a claim against the legal person of a person who has a reasonable interest in the fulfilment of the obligation that has not been fulfilled; or
(b) on the legal person's own claim, established by decision of a decision against the person appointed by the court's provision court to an application made for that purpose by the legal person; in that case, the costs of the proceedings shall be taken into account; worn by the legal person.
4 If a driver sets up the claim in his own name, the legal person shall ask the court's security of supply to appoint a person to replace the proceedings in the case.
5 The power to recover the decision shall expire one year after the end of the day, on which the decision has been made sufficiently known, or has been notified or notified to the person concerned.
6 A decision which is voidable pursuant to paragraph 1 below A , it may be confirmed by a decision to that effect; this Decision shall be subject to the same requirements as for the decision to be confirmed. The confirmation shall not operate as long as a prior recovery action is pending. Where the claim is assigned, the decision annulled shall be deemed to have been taken once again by the subsequent decision, unless the meaning of this Decision is the result of the contrary.
1 The irrevocable judgment which determines the nullity of a decision of a legal person or which destroes such a decision shall be binding on any person subject to revocation or notice if the legal person has been a party to the proceedings. Revocation shall be granted to any member or shareholder.
(2) The decision is a legal act of the legal person addressed to a counterparty, or is a requirement for the validity of such a legal act, and the nullity or destruction of the act cannot be made to that other party. to be held against the absence of the decision, knowing or having to know the need. However, the invalidity or destruction of a decision appointing a director or a Commissioner may be relied upon against the appointed person; however, if the legal person does not know the defect in the decision, the legal person shall compensate for the damage to the person concerned. to know.
A legal person shall be established for an unlimited period.
1 A legal person may, subject to the following paragraphs, be converted into a different legal form.
2 For conversion, are required:
(a) a decision to transpose, taking into account the requirements for a change in the statutes and, unless a foundation has turnover, taken by the votes of at least nine tenths of the votes cast;
(b) a decision to amend the Statutes;
c. a notarial instrument of transposition containing the new statutes.
3 In the previous paragraph A the said majority is not required for the conversion of a public limited company into a private company or vice versa.
4 In addition, judicial authorization shall be required for the conversion of a public limited or limited partnership into a public limited or limited company.
5 Only the legal person may request authorisation to convert to the court, on presentation of a notarial draft of the instrument. In any event, it shall be refused if a necessary act is null and void or if an action is brought to the annulment of that action. It shall be refused if the interests of those who have not given their consent, or those of others whom at least a person have turned to the courts, have not been sufficiently dislocated. If the conversion is required for the conversion of a court, the notary declares in the instrument of conversion that the authorisation has been granted to the draft of the instrument.
6 Following the conversion of a foundation, the articles of association must show that the assets they have in conversion and the benefits thereof may be spent solely with the consent of the court other than that prescribed for the conversion. The same shall apply to the statutes of a legal person to the extent that such assets and fruits have been transferred to it by virtue of merger or division.
7 The legal person shall declare the conversion to be registered in the registers in which it is to be registered and must be registered or registered as a voluntary association.
8 Transposition does not end the existence of the legal person.
1 A legal person shall be dissolved:
a. by a decision of the General Assembly or, if the legal person is a foundation, by a decision of the Board, unless otherwise provided for in the Statutes;
b. In the event of the occurrence of an event which, according to the statutes, has the effect of winding up, and which is not a decision or a decomposition action;
c. following a declaration of bankruptcy by either the removal of bankruptcy on account of the state of the estate or by insolvency;
d. If the legal person is an association, a cooperative or a mutual guarantee company, the whole lack of members;
e. by a decision of the Chamber of Commerce as referred to in Article 19a ;
f. by the judge in the cases which determines the law.
2 The court shall, at the request of the board, an interested party or the public prosecutor ' s office, or at which point the legal person has been dissolved in a case as referred to in paragraph 1 of this Article B or Ed . The decision is binding for each one. If the legal person is entered in a register, the judgment, which shall take effect, containing the certified statement shall be entered by the care of the Registrar.
3 The registers where the legal person is registered shall be decomposed: in the cases referred to in paragraph 1 (1), a, b and Ed by the liquidator, if there is and otherwise by the Board, in the case as referred to in paragraph 1, under C by the bankruptcy operator, in the case referred to in paragraph 1 (1), under P. by the Chamber of Commerce and in the case referred to in paragraph 1 f. by the Registrar of the court in question.
4 If, at the time of its dissolution, the legal person has no benefit, he shall keep it up to date. In that case, the Board of Management or, in the case of application of Article 19a , the Chamber of Commerce, which shall be so at the registers where the legal person is registered.
5 The legal person shall continue to exist after being dissolved in so far as it is necessary to settle its assets. In documents and notices coming from him, his name must be added: In liquidation .
6 The legal person shall cease to exist in the event of liquidation at the time when the liquidation ends. The liquidator or the liquidator shall be responsible for the registries where the legal person is registered.
7 The records of the legal person entered in the registers at the time he ceases to exist shall continue to be kept there for 10 years after that date.
1 A limited liability company registered in the Commercial Register, a limited liability company, cooperative or mutual guarantee company, is dissolved by a decision of the Chamber of Commerce if the Chamber is it has been shown that at least two of the following circumstances occur:
(a) there are no directors of the legal person registered in the register for at least one year, nor has it been registered, or has been registered in the register, where directors are registered, in respect of all the members of the register. one of the following conditions for the registered drivers:
1 °. Driver has died,
2 °. the driver has not been reached at the address specified in the register for at least one year, nor the address given in the basic registration person, or person is not registered in the basic registration persons;
b. the legal person is at least one year in default with the fulfilment of the obligation to disclose the financial statements or the balance sheet and the explanatory note in accordance with the Articles 394 , 396 or 397 ;
c. the legal person has not acted as a result for at least one year as a result of a formal notice of Article 9 (3) of the General Law on State Taxation to tax returns for corporation tax.
2 An association or foundation registered in the Commercial Register, which does not drive a company registered in the Commercial Register, is dissolved by a decision of the Chamber of Commerce if the Chamber has been found to have condition referred to in paragraph 1 (a) of this Article, and at least one year in default, it shall comply with the amount due for registration in the commercial register.
3 If, on the basis of its known information, the Court has found that a legal person referred to in paragraphs 1 and 2 qualied for decomposition, it shall inform the legal person and the registered directors in the case of registered letter of the last letter to which it is based. known address, that it intends to proceed to the dissolution of the legal person, indicating the circumstances on which the intention is well founded. The Chamber shall write this notice in the Register. If the circumstances referred to in paragraph 1 (a) arise, the Chamber of the intention to dissolve shall also include a communication in the Official Gazette . To the extent that the cost of this publication cannot be taken from the assets of the legal person, they shall be borne by our Minister of Justice.
4 After eight weeks following the date of the letter of the registered letter, the Chamber shall by decision unbind the legal person, unless it has been previously shown that the circumstances referred to by the third paragraph do not arise or do not arise.
5 The decision shall be made known to the legal person and the registered directors.
6 The Chamber does the dissolution of a communication in the Official Gazette Paragraph 3, fourth sentence, shall apply mutatis mutandis.
7 As on grounds of Article 23 (1) no liquidators may be designated, the Chamber shall act as liquidator of the assets of the disbanded legal person, subject to the provisions of the Article 19 (4) At the request of the Chamber, the court shall appoint one or more of the liquidators in its place.
8 If a decision as referred to in paragraph 4 is appealed to the College of Appeal for the business community, the Chamber shall register that action in the register. The decision on the appeal shall also be registered. If the decision seeks to set aside the decision, the Court shall make a communication on the decision in the Official Gazette . During the period during which the legal person ceased to exist after the decision was taken, an extension of the type of land referred to in the Article 320 of Book 3 as regards the limitation period for legal proceedings of or against the legal person.
1 A legal person whose activity is in breach of public order shall be prohibited by the court at the request of the public prosecutor's office and shall be dissolved.
2 A legal person whose purpose is contrary to public order shall be disbanded by the court at the request of the public prosecutor ' s office. Before it is dissolved, the court may give the legal person the opportunity to amend its objective within a time limit to be determined so as to ensure that it is no longer contrary to public policy.
3 A legal person mentioned in the list referred to in Article 2, third paragraph, of the Regulation (EC) No 148/EC 2580/2001 of the Council of 27 December 2001 (PbEG L 344), in Annex I of Regulation (EC) No 148/EC 881/2002 The Council of Ministers of 27 May 2002 (PbEG L 139), listed in the Annex to the Common Position no. Council Regulation (EC) No 2001/931 of 27 December 2001 (PbEG L 344) is prohibited by law and does not have the power to carry out legal acts.
1 The court shall untie a legal person if:
a. Defects of its establishment;
b. his statutes do not meet the requirements of law;
(c) he is not covered by the legal description of his legal status.
2 The court does not dissociate the legal person if it has allowed him to obtain a period of time, and he is a legal person at the end of which he complies with the requirements of the law.
3 The court may dissolve a legal person if it acts in breach of the prohibitions laid down in this book for its legal status or if it acts in serious breach of its statutes.
4 The dissolution shall be pronounced at the request of any interested party or public prosecutor.
1 The court seised of a request for the dissolution of the legal person may, if required, inform the property of that legal person, stating the date on which it enters into force.
2 The judge appoints one or more directors at his decision, and governs their powers and their remuneration.
3 In so far as the court decides otherwise, the organs of the legal person may not take decisions without prior approval of the director, and representatives of the legal person may not, without his or her cooperation, take legal acts to perform.
4 The decision may be amended or withdrawn at any time by the court; the rule shall in any event terminate as soon as the judgment on the application for dissolution is taken into force of res judiced.
5 The director shall make available to the registries where the legal person is registered, at the disposal of the decision and of the information relating to himself required on a driver's account.
6 An act which the legal person has carried out in spite of the lack of power arising out of the regime prior to the registration shall nevertheless be valid if the other party knew neither the rule of law.
1 Before or when making a request by the Prosecutor's Office for the dissolution of a public limited liability company or a private limited liability company, the Ministry of Public Prosecutions may order the court to order the application to apply to the court of appeal. to the shareholders shall be denied the power to dispose of shares, pledge or use the use of fruit, until the judgment is issued on the basis of a statement of res judiced.
2 The judge decides after summier examination. The order is given under the condition that the termination of the request for dissolution is made within a period to be determined by the court. No appeal has been authorised against this Decision.
3 The decision is to be served without delay, if possible on the same day, to the shareholders and the company. The Registrar shall be responsible for the registration of the decision in the commercial register.
4 The shareholders may, within eight days of the service mentioned in the preceding paragraph, be opposed to the decision. The order does not suspend the order, except where the shareholders have the power to decide for interim measures by the court's security of supply. Opposition to the decision cannot be based on the claim that the shareholder wishes to transfer his shares.
5 The termination request must be served within eight days after it is set up to the shareholder.
1 In so far as the court has not appointed any other liquidators and the statutes do not appoint any other liquidators, the directors shall be liquidated from the assets of a disbanded legal person. The provisions concerning the appointment, suspension, dismissal and supervision of directors shall apply to liquidators who are not appointed by the court, in so far as the statutes do not otherwise determine. The ability of a legal person dissolved by the court shall be liquidated by one or more liquidators to be appointed by him.
2 If the judge receives a liquidator, he may appoint one or more others. If there are no liquidators, the court shall appoint one or more liquidators at the request of an interested party or the public prosecutor. The liquidator appointed by the court shall be entitled to the remuneration awarded to it by the court.
3 An appointment to the liquidator shall be made by the Judge on a daily basis after the Registrar has communicated the appointment to the liquidator; the Registrar shall make the announcement immediately if the decision making the appointment is enforceable in stock; and Otherwise, as soon as it has entered into force of res judiced.
4 Every liquidator shall make available to the registries where the legal person is registered, to be able to act as such and to the particulars of himself required of a driver.
5 The court may dismiss a liquidator with effect from one day of the day, at the request of a co-liquidator, the public prosecutor's office or of its own motion, on his own request, either on grounds of major reason.
6 The liquidated liquidator shall take account of and be accountable to those who continue the liquidation. If the successor is appointed by the court, the account shall be taken to the court of the court.
1 A liquidator shall have the same powers, obligations and liability as a driver, unless the statutes determine otherwise, to the extent that they are compatible with his/her task as a liquidator.
2 There are two or more liquidators, each of them may carry out all the activities, unless otherwise specified. In the case of a difference of opinion between the liquidators at the request of one of them, the judge who is involved in the liquidation shall decide, otherwise the cantonal judge. The judge referred to in the previous sentence may also determine a distribution of wages.
3 Both the court and a judge appointed by her in the liquidation may order the order for the settlement, whether or not in the form of a warrant in the form of execution. The liquidator is obliged to follow their instructions. No legal remedies are available against the orders and indications.
If the debts are likely to exceed the benefits, the liquidator shall declare a declaration of bankruptcy unless all known creditors, on request, agree to pursue the liquidation out of bankruptcy.
5 The preceding provisions of this Article and the Article 23 B -23 C shall not apply to liquidation in bankruptcy.
1 The liquidator shall, after the satisfaction of the creditors of the assets of the decomposed legal person, bear it in relation to each person's right to those who are entitled to do so by virtue of the Statute or, otherwise, to the members or shareholders. If there is no other right to the surplus, he shall pay it to the State, who shall decommission it as far as possible in accordance with the objective of the legal person.
2 The liquidator shall draw up a statement of account and account of the liquidation, showing the extent and composition of the surplus. Where two or more persons are entitled to the surplus, the liquidator shall draw up a plan of distribution containing the basis of distribution.
3 In so far as the surplus is anything other than money and the statutes or a court order do not contain any further indication, the following shall be considered as allocation:
a. allocation of a portion of the surplus to each of the beneficiaries;
(b) transfer to one or more persons entitled to compensation for the overvalue;
c. Distribution of net proceeds after sale.
4 The balance of the accounts shall be borne by the liquidator and the plan of distribution at the premises of the registries in which the legal person is registered, and in any case at the premises of the legal person, if either there is, or at any other place in the administrative district where the legal person is domicile. The pieces lie there for two months for inspection. The liquidator shall publish in a news sheet, where and until such time as they are available for inspection. The judge may announce in the Official Gazette Orders.
5 Within two months of the filing of the account and the plan and the deposit shall be announced and announced pursuant to paragraph 4, any creditor or the right entitled to that effect may be brought by a petition to the court in which the judgment is given. Come on. The liquidator shall give notice of opposition in the same way as to which the settlement of the account and responsibility and the plan of distribution have been communicated.
6 Each time that the position of the assets gives rise to it, the liquidator may make a benefit to the beneficiaries in advance. After the commencement of the period of resistance, he shall not do so without the right to have jurisdiction.
7 Once the revocation of, or a decision to, every opposition is irrevocable, the liquidator shall inform it of the manner in which the opposition has been communicated. If the decision change to the plan of distribution, the amended plan of distribution shall also be communicated in this manner.
8 The liquidator consigneert funds not available within six months of the final payment of the payment.
9 Liquidation ends at the time when no known benefits are present to the liquidator.
10 After a month of completion of the liquidation, the liquidator shall take account of and be accountable to the court if the latter is involved in the liquidation.
If after the date of holding up of the legal person a creditor or an entitled person becomes liable to the balance or proves the existence of a benefit, the court may, at the request of an interested party, reopen the liquidation and, if Appoint a liquidator. In that case, the legal person shall be re-established, but only in order to settle the reopened liquidation. The liquidator shall be entitled to recover from each of the beneficiaries, which shall have received it too much from the surplus.
2 For the period during which the legal person ceased to exist, there is an extension basis as referred to in Article 320 of Book 3 as regards the limitation period for legal proceedings of or against the legal person.
1 The books, documents and other data carriers of a decomposed legal entity shall be kept for seven years after the legal person has ceased to exist. The depositary shall be the person appointed by the Board or by the General Assembly or, if the legal person was a foundation, as such by the Board or by the General Assembly.
If a depositary is absent and the last liquidator is not prepared to keep it, a depositary shall be appointed by the cantonjudge of the person concerned, if possible from the circle of the circle of the person concerned, if possible. Court of the district in which the legal person was domicile. Legal remedies are not open.
3 Within eight days of the retention of his duty of custody, the depositary must give his name and address to the registries in which the decomposed legal person was registered.
4 The court of opinion referred to in paragraph 2 may, on request, authorize any interested party to consult the books, documents and other data media, if the legal person was a foundation, and, by the way, to any person who provides evidence of access to the books a reasonable interest in his capacity as a former member or shareholder of the legal person, or the holder of his or her shares, or as a legal person of such person.
1 Subsidiary of a legal person is:
(a) a legal person in which the legal person or one or more of its subsidiaries, whether under contract or not with other voters, can exercise alone or together exercise more than half of the voting rights in the general assembly;
(b) a legal person whose legal person or one or more of its subsidiaries is a member or shareholder and, whether or not under contract with other voters, alone or together more than half of the directors or of the able to appoint, or dismiss, any of the Commissioners, even if all the members of the vote vote.
2 With a subsidiary company, a company acting under its own name, in which the legal person or one or more subsidiaries, is a member of the company, is wholly liable to creditors for the debts.
3 For the purposes of paragraph 1, shares shall not be allocated rights to the person holding the shares on behalf of others. Rights attaching to shares shall be attributed to the person on whose behalf the shares are held, where such rights are competent to determine the exercise of rights or to provide the shares.
4 For the purposes of paragraph 1, voting rights, pledged to pledged shares, shall be allocated to the pledge holder, if it is allowed to determine how the rights are exercised. However, if the shares are pledged for a loan granted by the lien in the ordinary exercise of his business, the voting rights shall be imputed to him only if he has exercised it in its own interest.
A group is an economic entity in which legal persons and companies are organisationally linked. Group companies are legal persons and companies which are linked to each other in a group.
1 A legal person or a company shall have a holding in a legal person if he or one or more of his subsidiaries provide or provide, alone or together, for his own account, capital to that legal person with the aim of providing to be permanently connected to the service of its own activity. Where a fifth or more of the subscribed capital is provided, the existence of an investee is suspected.
2 A legal person shall have an investee in a company, if he or a subsidiary:
a. therein, as a member against creditors, is fully liable for the debts; or
b. It is otherwise a member of the company in order to be permanently connected to its own business with that company.
1 In determining the extent to which the members or shareholders vote, present or represented, or to what extent the share capital is provided or represented, no account shall be taken of any memberships or shares of which the Law or statutory scheme as referred to in Article 228 (5) determines that no voice can be cast for that.
2 By way of derogation from paragraph 1, for the purposes of application of the Articles 24c , 63a , 152 , 201a , 220 , 224a , 262 , 265a , 333a Member 2 , 334ii (2) , 336 (1) , 346 , 379 (1) and (2) , 407 (2) , 408 (1) and 414 for a private limited liability company, also taking into account shares of which statutory scheme is as defined in Article 228 (5) determines that no voice can be cast for that.
The provisions of this book may be derogated from only in so far as it is clear from the law.
1 The association is a legal person with members aiming for a particular purpose, other than one defined in Article 53 (1) or (2) .
2 An association is established in the case of a multi-sided legal act.
3 An association may not distribute profits among its members.
1 If an association is established under a notarial deed, then the following provisions must be observed.
2 The deed becomes a history of the Dutch language. If the association has its seat in the province of Fryslân the deed in the Frisian language can be past. A power of attorney to cooperate with the instrument must have been granted in writing.
3 The instrument shall contain the statutes of the Association.
4 The statutes shall keep in place:
a. the name of the association and the municipality in the Netherlands where it has its registered office;
b. the purpose of the association;
c. the obligations which the members have against the association, or the manner in which such obligations may be imposed;
d. the means of convening the General Assembly;
e. the manner of appointment and dismissal of the directors;
f. the destination of the batig balance from the association in case of dissolution, or the manner in which the destination will be determined.
5 The notary, in respect of whom the act is held before, shall ensure that the instrument complies with the provisions of paragraphs 2 to 4. In the event of failure to act, he shall be liable personally to those who have suffered harm.
1 Is an association not established in accordance with the first paragraph of the previous article, then the general meeting may decide to enlist the bylaws in a notarial deed.
2-The provisions of paragraphs 2 to 5 of the previous Article shall apply mutatis mutandis.
1 The directors of an association whose statutes are incorporated in a notarial deed, are required to register it in the Commercial Register and provide an authentic copy of the deed or an authentic extract of the deed containing the Statutes, at the margins of that register.
2 As long as the declaration of first registration and deposit has not been effected, each director shall be jointly and severally liable in addition to the association for a legal act linking him to the association.
1 An association whose statutes are not included in a notarial deed, cannot obtain registry goods and cannot be an heir.
2 The directors are jointly linked to the association for debts arising out of a legal act that will be payable during their management. Following their resignation, they shall also be jointly and severally linked to debts arising from a legal act carried out during their administration, provided that no one has been linked to the association under the previous sentence. Liability under any of the foregoing sentences shall not be applicable to the person who has not been consulted in advance on the legal act and who has refused to take her as a director to account when it became known to him. If there are no persons who are linked by the first or second sentence of the association, then those who trade are jointly and severally linked.
3 The directors of such association may register it in the commercial register. If the statutes are made in writing, they shall deposit a copy thereof on the register.
Where the registration provided for in paragraph 2 is made, the person connected pursuant to paragraph 2 shall be liable only in so far as the other party makes reasonable that the association will not comply with the undertaking.
Unless otherwise provided by the Statute, the Steering Board shall decide on the admission of a member and, in the event of non-admission, may decide to authorise the general meeting.
1 The membership of the association is personal, unless the statutes determine otherwise.
2 Unless otherwise determined by the association ' s statutes, membership of a legal person who ceases to exist through merger or division shall transfer to the recipient legal person by the same person in accordance with the provisions of the Act of Split. description of any of the acquiring legal entities.
Commitments may only be made to membership by or under the Statute.
1 Membership ends:
a. by the death of the member, unless the Statutes allow passage under inheritance law;
b. by denunciation by the member;
c. by denunciation by the association;
d. By dismay.
2 The association may cancel membership in the cases mentioned in the statutes, further when a member has ceased to comply with the requirements by the statutes for membership, as well as when reasonably members of the association have not been It may be necessary to allow membership to continue. Unless the statutes are transferred to another institution, the decision shall be denunciated by the Steering Board.
3 Dismissal may be made only if a member acts contrary to the statutes, regulations or decisions of the association, or to an unreasonable approach to the association.
4 Unless the articles of association are transferred to another institution, the administration shall be deflated. The member shall be informed in writing of the decision as soon as possible, giving the reasons for the decision. It shall, except where the decision has been taken by the general meeting under the Statute, within one month of receipt of the notification of the decision, appeal to the general assembly, or to a body designated for that purpose by the Statutes or Third open. The Statutes may include a different arrangement of the profession, but the period may not be shorter than one month. During the period of appeal and pending the appeal, the member shall be suspended.
5 If membership ends in the course of a financial year, unless otherwise provided for by the Statute, the annual contribution shall nevertheless be payable for the whole.
6 The association shall ensure that members can easily consult the information necessary for the termination of membership. In any case, the information shall be prominted on the main page of the website and on pages 1, 2 or 3 of the membership page, if an association makes use of such communication means.
1 Unless otherwise provided for by the Statute, denunciation of membership may take place only by the end of a financial year, and subject to a period of notice of four weeks; General Term Act Not applicable. In any event, membership may be terminated by the end of the financial year following that in which it is terminated, or immediately, if it cannot reasonably be required to allow membership to continue.
2 A denunciation in violation of the provisions of the preceding paragraph shall terminate the membership at the earliest time permitted following the date at which the termination was terminated.
3 A member may, in addition, cancel his membership within one month of a decision restricting his rights or aggravating his or her obligations, which has become known or communicated to him; the decision is not on him or applicable. This power of cancellation may be denied to the members of the Statute in the event of an amendment to the rights and obligations which are precisely defined therein and, in general, for the case of a change in the rights and rights of the Member States. Obligations.
4 A member may also, with immediate effect, cancel his membership within one month of the notification of a decision to convert the association to a different legal form, to merger or to division.
1 The board is appointed from among its members, but the statutes may stipulate that directors may also be appointed outside the members.
2 The appointment shall be made by the general meeting. However, the statutes may also provide for the arrangements for appointment, provided that each member may take part in the vote on the appointment of directors in a middle or immediate manner.
3 The statutes may provide that one or more of the members of the administration, provided that less than half of them are appointed by persons other than the members of the Board.
4 It is stipulated in the Statutes that a director must be appointed from a binding nomination in a meeting, and the binding nature of that nomination may be taken by one of the votes cast by at least two thirds of the votes cast. Decision of that meeting. The statutes may stipulate that at least a certain number of votes may be cast at that meeting. This number may not exceed two thirds of the number of votes which may be taken jointly by the members of the vote. shall be released.
5 If, pursuant to the Statute, a board member is appointed by members or departments outside a meeting, then the members should be able to propose candidates. The Statutes may provide that this right shall only be shared by a number of members, provided that their number is not higher than one fifth of the number of members who may participate in the election. The statutes may also state that candidates have been appointed only if they have at least a certain number of votes in themselves, provided that the number does not exceed two thirds of the number of votes cast.
6 An administrative member may be dismissed or suspended at any time by the institution which appointed him, even if he has been appointed for a specified period. A conviction for the restoration of the contract of employment between the association and the driver cannot be pronounced by the judge.
7 Unless otherwise determined by the Statutes, the Board of Directors shall appoint a Chairperson, a Secretary and a Treasurer from among its members.
1 Subject to the provisions of the following Article, all members who are not suspended shall have access to the General Assembly and shall have one vote there; a suspended member shall have access to the meeting in which the suspension decision is to be taken. It has the right to speak and has the authority to deal with it. The Statutes may confer more than one vote on certain members.
2 Unless otherwise determined by the Statute, the Chairman and Secretary of the Board or their alternates shall act as such to the General Assembly.
3 The statutes may provide that persons belonging to other organs of association and who are not members may exercise voting rights in the General Assembly. However, the number of votes cast by them shall be no more than half the number of votes cast by the members.
4 Unless otherwise provided for by the Statute, a person entitled to vote pursuant to paragraph 1 or 3 may give a written power of power to another voting right to cast his vote.
5 The requirement of control of the power of power shall be satisfied if the power of attorney is recorded electronically.
6 Statutes may provide that a person entitled to vote pursuant to paragraph 1 or 3 may exercise the right to vote by means of an electronic means of communication.
7 For the purposes of paragraph 6, the voting right may be identified by means of electronic means of communication, which may be directly informed of the meetings and exercise of the right to vote. The statutes may provide that, in addition, it is required that the voting-entitled may take part in the debate by means of electronic means of communication.
8 Statutes may provide that votes cast by electronic means of communication prior to the General Meeting, but not earlier than on the 30th day preceding that of the Assembly, shall be equal to the votes which shall be issued at the time of the meeting.
9 By or under the Statute, conditions may be laid down for the use of the electronic means of communication. If these conditions are laid down in accordance with the Statute, they shall be published at the time of the declaration.
1 Statutes may stipulate that the General Assembly shall consist of delegates elected by and from among its members. The manner of election and the number of the delegates shall be governed by the statutes; each member shall be able to participate in the election in a medic or immediate manner. The paragraphs 4 and 5 of Article 37 shall be subject to the election mutatis mutandis. Article 38 (3) shall apply mutatis mutandis to persons belonging to other bodies of association and who are not a Member.
2 Statutes may stipulate that certain decisions of the General Assembly shall be made to a referendum. The Statutes govern cases where, the time within which, and the way in which the referendum will be held. Pending the outcome of the referendum, the implementation of the decision shall be suspended.
1 At the general meeting, all powers shall be conferred by the Association, which is not mandated by law or by the Statute to other bodies.
2 A unanimous decision of all members or members, even if they are not meeting in a meeting, shall have the same force as a decision of the general assembly, subject to prior knowledge of the Board.
1 The board convenes the general assembly, so often it considers it appropriate, or when it is required to do so by law or by the statutes. The Statutes may also grant such power to others other than the Board.
2 At the written request of at least one such number or Members as having the power to cast a tenth part of the vote in the general assembly or to a minimum number of votes as laid down in the Statute, it shall be obliged to convene a general meeting within a period of not more than four weeks from the date of the submission of the request.
3 If no action is taken within 14 days of the request, unless otherwise provided for in the statutes of the General Assembly for this case, the applicants themselves shall proceed to that convocation in accordance with the procedures on which the Steering Board convenes the general meeting or at an advertisement in at least one on the spot where the association is established, much-read newspaper. The applicants may, as a matter of fact, charge others than board members with the lead of the sitting and the drafting of the minutes.
4 Unless otherwise provided for by the Statute, the requirement of writing of the application referred to in paragraph 2 shall be fulfilled if the request is committed electronically.
5 Unless otherwise provided for by the Statute, if a Member or a Member of this Parliament agrees, the convening of a meeting may be effected by a legible and legible message sent by electronic means, to the address known to him for this purpose. Made.
The Articles 37-41 shall apply mutatis mutandis to the divisions of an association which are not legal persons and which have a general assembly and management; the statutes of those articles of association may be governed by a section of the Rules of Procedure. Lodged.
1 The association's articles of association cannot be changed by a decision of a general meeting, which has been called upon by the communication that amendments to the statutes will be proposed there. The time limit for summoning up to such a meeting shall be at least seven days.
2 Those who have made the summons to the general meeting to deal with a proposal for amendment of the Staff Regulations must, at least five days before the sitting, receive a copy of that proposal, in which the proposed amendment must be written. Member States shall, at the end of the day on which the meeting is held, be made available to the members at a suitable place to that end. The departments from which the association is composed and Members must have been notified of the proposal at least 14 days before the meeting; the previous sentence shall be as non-applicable as the previous sentence.
3 The provisions of the first two paragraphs shall not apply if, in the General Assembly, all members or delegates are present or represented and the decision to amend the statutes by general votes is taken.
4 The provisions of this Article and the first two members of the following Article shall apply mutatis mutandis to a decision to dissolve.
Unless otherwise provided for by the Statutes, a decision to amend the statutes shall be subject to at least two third parties of the votes cast.
2 In so far as the power to amend the statutes may be excluded, the amendment may nevertheless be amended unanimously in a meeting in which all members or delegates are present or represented.
3 A provision in the Statutes, which restricts the power to amend one or more other provisions, may be amended only with a view to ensuring a level playing field.
4 A provision in the statutes, which excludes the power to amend one or more other provisions, may be amended only by a general vote in a meeting, in which all the members or members of the assembly are present or represented.
5 If the association has full jurisdiction, the amendment shall not enter into force after a notarial deed has been drawn up. The directors shall be obliged to deposit an authentic copy of the amendment and the amended statutes at the premises of the Commercial Register.
6 The directors of an association with limited jurisdiction, the statutes of which are in accordance with Article 30 (3) of this Book shall be deposited in copies of the Commercial Register, and shall also be obliged to deposit a copy of the amendment and of the amended statutes.
1 Subject to restrictions in accordance with the Statute, the Board shall be responsible for governing the association.
2 Only if this arises from the Statute, the Steering Board shall have jurisdiction to conclude contracts for the acquisition, disposal and encumbrance of the goods and to enter into agreements to which the association shall act as the guarantor of, or joint debtors, the guarantor of a third party, or a guarantor of a debt of another. The Statutes may bind this power to restrictions and conditions. The exclusion, restrictions and conditions shall also apply to the powers of representation of the association in respect of these acts, unless otherwise provided for by the statutes.
1 The board represents the association, to the extent that the law does not otherwise result.
2 The statutes may also assign responsibility for representation to one or more directors. They may provide that a driver may represent the association only with the cooperation of one or more others.
3 Competence to represent representation of the Board or to a director is unlimited and unconditional to the extent that the law does not otherwise result. A legally permissible or prescribed restriction on, or condition for, representation may be invoked only by the association.
4 The statutes may also confer powers of representation on persons other than directors.
The association may, in so far as the statutes do not bring to the contrary, comply with the rights of the members and, in so far as expressly provided for in the Statute, enter into obligations under their obligations. It may require a Member State to fulfil its obligations to pay compensation and damages to a member, unless it is opposed to it.
In all cases where the association has a conflict of interest to one or more directors or commissioners, the general assembly may designate one or more persons to represent the association.
1 The Steering Board shall, at a general meeting within six months of the end of the financial year, subject to an extension of that period by the General Assembly, report on the procedure of the association and on the policy pursued. It shall submit to the meeting the balance sheet and the statement of income and expenses by means of an explanatory note. These documents shall be signed by the directors and commissioners; the signature of one or more of them shall be reported as missing, giving the reasons therefor. After the deadline, any member of the joint directors may claim to be in legal order that they comply with these obligations.
2 The absence of a supervisory board shall be without presentation to the general meeting of the fidelity of the documents, a statement drawn up by an auditor as referred to in Article 2 (1). Article 393 (1) , then, the general meeting shall appoint an annual committee of at least two members who shall not be part of the Steering Board. The committee shall examine the documents referred to in the second sentence of paragraph 1, and shall report its findings to the general meeting. The Board is required to provide the Commission with all the information it requests for its examination, to provide it with the cash and the values, and the books, documents and other data media of the association for consultation, if so requested. to be made available.
3 An association which maintains one or more undertakings which are to be entered in the commercial register under the law shall state the net turnover of those undertakings with regard to the State of income and expense.
1 Annually within six months of the end of the financial year of an association as referred to in Article 360 (3) Unless this time limit has been extended for a period not exceeding four months by the general meeting on the basis of special circumstances, the Board shall prepare annual accounts and submit them to members for access to the association. Within this period, the Board shall also provide the Board of Management Report for the inspection of its members, unless the Articles 396 (7) or 403 Apply to the association.
2 The annual accounts are signed by the directors and by the commissioners; the signature of one or more of them is lacking, and the reason for this is the reason for the statement.
3 The annual accounts shall be determined by the general meeting which shall keep the board at the latest one month after the end of the period. The adoption of the annual accounts does not grant discharge to a Commissioner responsible for the job of a director.
4 Article 48 (1) does not apply to the association referred to in Article 360 (3) . Article 48 (2) applies to the documents provided for in paragraph 1, subject to the provisions of paragraph 1 of this Article.
5 An association referred to in Article 360 (3) the reserves prescribed by the law shall be deprived of a deficit only to the extent permitted by the law.
6 Our Minister for Economic Affairs may dispense with the obligation to draw up, present and determine the financial statements for important reasons. Section 4.1.3.3 of the General Administrative Law Act shall apply to these requests for a derogation.
The association referred to in Article 360 (3) , ensures that the upgraded financial statements, the governance report and the Article 392 (1) information to be added as from the call for the general meeting, which is intended to be used for the purpose of examining the annual accounts, is available. Members shall be able to inspect the documents there and obtain a copy of it free of charge.
The Articles 131 , 138 , 139 , 149 and 150 shall be applicable mutatis mutandis in the event of bankruptcy of an association whose statutes are incorporated in a notarial deed and subject to the imposition of corporation tax.
In the event of bankruptcy or for the payment of an association entered in the Register of Trade, notices shall be issued under the conditions of Bankruptcy Act in the Official Gazette be entered in that register by means of which he is responsible for such publication.
To the extent that the provisions of this Title may be derogated from by the Statute, such derogation may only be made by means of a statutes which have been set out in writing.
1 The cooperative is a association established by notarial act as a cooperative. It is necessary, according to the statutes, to satisfy certain physical needs of its members in the form of agreements, other than insurance, concluded with them in the undertaking which it pursues to that end for the purpose of pursuing or doing so. do.
2 The mutual guarantee company is a association established by means of a notarial act as a mutual guarantee company. It is necessary, according to the Statute, to conclude insurance contracts with its members, in the insurance sector to which it exercises it for the benefit of its members.
3 The statutes of a cooperative can afford agreements such as those which it concludes with its members, including with others; the same is true of the statutes of a mutual guarantee society which requires any obligation of members or Former members to contribute to the deficit are excluded.
4 If a cooperative or a mutual guarantee company exercises the power referred to in the preceding paragraph, it may not do so in such a way that the agreements with its members are only of subordinate significance.
1 The provisions of the previous title are, with the exception of the Articles 26 (3) and 44 (2) , to the cooperative and to the mutual guarantee company, to the extent that it is not derogated from in this Title.
2 For a cooperative that is a bank within the meaning of Article 415 which are not exempted from the provisions of the Article 3:111 (1) of the Financial Supervision Act is applicable and a mutual guarantee company which is an insurance company within the meaning of Article 427 is Article 135 applicable mutatis mutandis.
1 A cooperative and a mutual guarantee company are set up by a multi-sided legal act in the case of notarial deed.
2 The name of a cooperative must contain the word "cooperative", the word "mutually" or "reciprocal" from a mutual guarantee company. The name of the legal person must, at the end, be the letters W.A., B.A., or U.A. according to Article 56 -Carry
1 Those who have ceased to be members by dissolution or have ceased to be members for less than one year shall be liable to the legal person according to the taxable amount specified in the Statutes for a deficit; Member of the Commission. In the event of bankruptcy, the period of one year shall not be counted as from the day of the dissolution, but of the day of the declaration of bankruptcy. The Statutes may fix a longer period than one year.
2 The statutes do not contain a measure of liability for everyone, and all of them shall be liable for equal share.
3 If one or more of the members or former members fails to make up the amount of his share of the deficit, then the missing members and former members shall be liable, in proportion to their share, to be held liable. This liability also exists, if the liquidators forego the narrative of one or more members or former members, on the ground that the exercise of the law of redress would not obtain a benefit for the estate. If the liquidation is carried out under the supervision of persons, the law with which supervision is carried out, the liquidators of that story shall only be able to renounce the rights of those persons.
4 The member and former members are liable for the immediate payment of their share in an estimated deficit plus 50 or more hundred or less if the liquidators deem sufficient, provisional cover of a further cover for the costs of recovery and of the share of those who were not allowed to comply with their obligation.
5 A member or former member shall not be responsible for the recharge of his or her debt under this Article .
1 By way of derogation from the provisions of its Statute, a cooperative or a mutual guarantee society may exclude or limit to a ceiling any obligation of its members or former members to contribute to a deficit. Members may only appeal to them if the legal person at the end of his name is in the first case the letters 'U.A.' (Exclusion from liability), and in the second case the letters 'B.A.' (limited liability) has placed. A legal person to which the first sentence has not been applied shall place the letters W.A. (civil liability) at the end of his name.
2 The legal persons mentioned shall be obliged to make its name fully, except in the case of telegrams and advertising.
1 The statutes may stipulate that there will be a Board of Commissioners. The Board consists of one or more natural persons.
2 The supervisory board shall have the task of monitoring the policy of management and general management of the legal person and the related undertaking. He's on board with counsel on the side. In the performance of their task, the Commissioners shall focus on the interests of the legal person and of the related undertaking.
3 Unless otherwise provided for in the Statute, the Supervisory Board shall have the power to suspend any director appointed by the General Assembly at any time. This suspension may be lifted at any time by the General Assembly.
4 Subject to the provisions of Article 47 the supervisory board represents the legal person in other cases of conflict with one or more drivers than the conclusion or modification of agreements as they are concluded with all members in similar circumstances. The statutes may derogate from this provision.
5 The Statutes may contain additional provisions on the task and powers of the Board and of its members.
6 Unless otherwise provided for by the Statute, the General Assembly shall be entitled to pay any remuneration to the Commissioners.
7 Unless the statutes grant the right to vote, they shall only have an advisory vote as such in the General Assembly.
8 The Management Board shall provide the supervisory board in good time with the necessary information for the performance of the task of the supervisory board.
1 On the appointment of Commissioners who have not already been appointed by the Act of Establishment, Article 37 of corresponding application, unless they are in accordance with Article 63f be done.
2 In the case of a recommendation or a proposal for the appointment of a Commissioner, the candidate shall be informed of his age, profession and relations or any relationship he has held to the extent relevant to the performance of his or her duties; of the task of a Commissioner. It shall also indicate to which legal persons he is already connected as a Commissioner; where there are legal persons belonging to the same group, the name of the group may be sufficient. The recommendation and the nomination shall state the reasons on which they are based.
1 Annually for a period of six months after the end of the financial year, subject to an extension of that period not exceeding four months by the General Assembly, based on special circumstances, the Steering Board shall prepare annual accounts and submit it to the Commission for a period of six months. the members having access to the legal person. Within this period, the Board shall also provide the Board of Management Report for the inspection of its members, unless the Articles 396 (7) , or 403 shall apply to the legal person. The annual accounts shall be fixed by the general meeting, which shall keep the board at the latest one month after the end of the period. Article 48 (2) shall apply mutatis mutandis. The adoption of the annual accounts does not grant discharge to a Commissioner responsible for the job of a director.
2 The annual accounts shall be signed by the directors and by the commissioners; the signature of one or more of them shall be reported as missing and shall be notified of that fact.
3 The legal entity ensures that the published financial statements, the administrative report and the Article 392 (1) information to be added as from the call for the general meeting, which is to be used for the examination of the annual accounts, to be included. Members shall be able to inspect the documents there and obtain a copy of it free of charge.
4 The reserves prescribed by the law must be dependent on a deficit only if the law allows it.
5 Our Minister for Economic Affairs may dispense with the obligation to draw up, present and determine the financial statements for important reasons. Section 4.1.3.3 of the General Administrative Law Act shall apply to these requests for a derogation.
1 Cooperatives and mutual societies are not empowered by a decision to make changes to the agreements concluded with its members in the exercise of its business, unless they are empowered by them to comply with the agreement have been clearly established. A reference to statutes, regulations, general conditions, or the like, is not sufficient for that purpose.
2 To a change as referred to in the preceding paragraph, the legal person may only apply to a member if the amendment had been communicated in writing to the member.
In the case of the cooperative, it is also true that, with the maintenance of freedom of withdrawal from the cooperative, the statutes may be subject to conditions, in accordance with its objective and scope. A condition which goes beyond being permitted is not written for that reason.
In the case of a cooperative, which does not exclude from its Statute any obligation of its members or former members to contribute to a deficit, the following provisions shall apply:
a. Membership is requested in writing. The applicant shall also be notified in writing that he has been admitted or refused as a member. When he is admitted, he shall also be informed of the number he is registered as a member in the administration of the cooperative. Nevertheless, it is not necessary to prove, for the purpose of obtaining membership, of a written application and a written notice as intended for that purpose.
b. The writings, in which membership is requested, shall be kept by the Board for at least 10 years. However, these documents need not be retained in so far as they are those of whom membership may be evidenced by a signed declaration signed by them in the administration of the cooperative.
c. The denunciation of membership may take place only on a separate writing, or by a signed declaration signed by the member in the administration of the cooperative. The member making the denunciation shall receive a written recognition from the Board of Management. If the written approval is not given within fourteen days, the member shall be entitled to repeat the cancellation at the cost of the cooperative at the door to which the door-value contract is terminated.
d. A copy of the members ' list, certified by the Board, shall be lodged at the premises of the trade register at the time of registration of the cooperative. Within one month of the end of each financial year, the Steering Board shall present to the list lodged at the trade register a written statement of the amendments to the list of members during the course of the financial year. where the Chamber of Commerce considers it necessary, a new list shall be lodged.
The following provisions shall also apply to a mutual guarantee company:
(a) Those who, as a policyholder, have an insurance contract in a mutual guarantee company shall be a member of the guarantee company. This provision may derogate from that provision in the case of a mutual guarantee company which, under its statutes, is also entitled to ensure non-member policyholders.
Unless otherwise provided for by the Statute, membership of an insurance contract shall continue until all the insurance contracts concluded by the member with the guarantee company have ended. In the event of a transfer or transfer of rights and obligations arising from such an agreement, membership shall, subject to a derogation from that agreement, enter into force on the new transferee or new acquirers. Statutes.
c. If the guarantee capital of a mutual guarantee company is divided into shares, the Articles 79-89 , 90-92 , 95 , 96 paragraph 1 , 98 members 1 and 6 , and 98 C paragraphs 1 and 2 of this book of corresponding application.
1 It is prohibited to do business using the term "cooperative", "mutually" or "reciprocal" to a person who is not a co-operative or a mutual guarantee company.
2 In the event of a breach of that prohibition, any cooperative or mutual guarantee undertaking may claim to use the word in the case of a penalty to be used by the offender under penalty of a penalty to be determined by the court.
For the purposes of this section, a dependent company means:
a. a legal person to which the cooperative or mutual guarantee company or one or more dependent companies provide at least half of the subscribed capital, either alone or together on their own account.
b. a company whose business is registered in the commercial register and for which the cooperative or mutual guarantee company is a member vis-a-vis third parties and is fully liable for all debts.
1 If, within two months of the adoption of its annual accounts by the general meeting, a cooperative or a mutual guarantee company shall, within two months of the adoption of its annual accounts, indicate to the commercial register that it complies with the provisions of paragraph 2, conditions. Until Article 63c (3) In any subsequent administrative report, the Steering Board shall record the date of issue; it shall be notified of it in the first administrative report issued after the deletion.
2 The obligation to declare shall apply if:
(a) the own funds, in accordance with the explanatory statement, are at least a limit fixed by Royal Decree;
b. the legal person or a dependent society has established a business council under legal obligation; and
(c) at least one hundred employees are employed in the Netherlands as a rule for the legal person and its dependent companies.
3 In part A The amount of the limit referred to in paragraph 2 shall be increased or reduced once more than once in the two years, in proportion to the development of a price index to be indicated by a general measure of management, since a date to be determined by that measure; shall be rounded up to the nearest multiple of one million euro. The amount shall not be re-established for as long as the amount unrounded differs by less than EUR 1 million from the last amount determined.
4 Under own funds shall be included in the A of paragraph 2, the joint operations carried out and to be carried out by the partners in the form of a lender of dependent companies which are limited partnerships, provided that this does not lead to a double-counting.
1 The Articles 63f to 63j shall apply to a legal person in respect of which: Article 63b must have been registered for three years unabated. That period shall be deemed not to have been interrupted if a cancellation of the option, which has been improperly effected during that period, has been reversed.
2 The deletion of the registration on the ground that the legal person no longer fulfils the conditions of Article 63b (2) does the application of the Articles 63f to 63j come to an end only if, after the transfer has elapsed, three years have elapsed in which the legal person has not been obliged to have been reconsidered to the necessary refill.
3 The cooperative or mutual guarantee company shall bring its Articles of Association in accordance with the Articles 63f to 63j for the purposes of its application, at the latest from the day on which those articles become applicable to it pursuant to paragraph 1.
1 The Articles 63f to 63j does not apply to a legal person whose activity is limited or exclusively limited to the management and financing of dependent companies and of its and their shareholdings in other legal entities, provided that the workers of the Dutch dependent societies are represented in a works council which has the powers, meant in the Articles 158 and 268 .
2 Our Minister of Justice may, after hearing the Social and Economic Council, grant to a cooperative or mutual guarantee company a waiver of one or more of the following conditions: Articles 63f to 63j. The exemption may be subject to restrictions, and rules may be attached to them. It may be amended and repealed.
A cooperative or mutual guarantee company for which Article 63c does not apply, may, under its statutes, regulate the manner of appointment and dismissal of Commissioners and the task and powers of the supervisory board in accordance with Articles 63f to 63j , if it or a dependent society has set up a works council to which the provisions of the Law on Works Councils apply. This arrangement in the statutes loses its money as soon as the works council ceases to exist or on that board no longer has the provisions of the Law on Works Councils apply.
1 The large cooperative and the large mutual societies have a supervisory board.
2 The members of the Commission, subject to paragraph 8, shall be appointed by the General Assembly, on a proposal from the Supervisory Board, to the extent that the appointment has not already been made by the instrument of establishment or before the said Article has been made on the has become a legal entity.
3 The supervisory board shall consist of at least three members. If the number of Commissioners is less than three, the Council shall, without delay, encourage measures to supplement its membership.
4 The General Assembly, the Works Council and the Board may recommend to the Supervisory Board any person to nominate as Commissioner. The Supervisory Board shall inform them in good time when and as a result of which a place must be taken in the middle of the situation.
5 The supervisory board shall notify the general meeting and the works council of the name of the person whom he bears, having regard to: Article 57 A paragraph 2 .
6 The general meeting shall appoint the nominee, unless the works council itself objects to the nomination within two months of the notification or the general meeting itself, at the latest in the first meeting following the two months of the meeting:
(a) on the ground that the requirements of paragraph 4, second sentence, or paragraph 5 have not been properly complied with;
b. on the basis of the expectation that the nominee will be unfit for the performance of the task of the Commissioner; or
On the basis of the expectation that the supervisory board will not be properly constituted under the terms of the plan.
7 The objection shall be communicated to the supervisory board, giving the reasons for its appeal.
8 Notwithstanding the objections of the Works Council, the nominee may be appointed if the Works Chamber of the Court of Justice of Amsterdam declares that the objection is unfounded, at the request of a supervisory board to that effect. designated representative. At the request of the office, the company's office shall appoint the nominee, if the general meeting has objected or has not appointed him in its meeting to that effect, unless the company's office has an objection to the general meeting of the person concerned. meeting grounded eight.
9 The weather may be carried out by a representative appointed by the assembly or by the works council which has objected to the objection referred to in paragraph 6.
10 No appeal shall be opened against the decision of the office of the office of business. The Enterprise Chamber cannot pronounce a conviction in the costs of the proceedings.
11 For the purposes of this Article, the Works Council shall mean the works council of the undertaking of the legal person or of a dependent society. If there are two or more works councils, they shall be equally competent. Where a central works council is set up for the undertaking or undertakings concerned, the powers of the works council under this Article shall be the responsibility of the central works council. The Works Council shall not take a decision as referred to in this Article than after having consulted it at least once with the legal person.
1 If all the Commissioners are missing, the works council and the board can recommend to the assembly members for appointment as commissioner. The person convening the General Assembly shall inform the Works Council and the Board in good time that the appointment of the Commissioners will be the subject of discussion.
2 The appointment shall take effect, unless the Works Council is within two months of Article 63f (5) to be informed of the name of the named person, in accordance with Article 63f (6) object to the legal person. Notwithstanding this objection, if the office of the Court of Justice of Amsterdam, at the request of an agent designated for that purpose by the general meeting, the office of the Court of Justice does not declare the objection unfounded, the appointment shall be effective.
3 The Members of 10 and 11 of Article 63f shall be applicable mutatis mutandis.
1 Commissioner may not be:
a. Persons employed by the legal person;
b. persons employed by a dependent society;
(c) directors and persons employed by an employee organisation which commits to be involved in the establishment of the conditions of employment of the workers A and B persons referred to.
2 The statutes may provide, for a maximum of two thirds of the number of commissioners, to be appointed from a circle of which at least the members of the legal person belong.
1 A Commissioner will resign, if he has been a Commissioner after his last appointment four years. The term of office may be extended by the statutes until the day of the next general meeting after the expiry of the four years or after the date on which this Article is to be applied to the legal person.
2 The Amsterdam Court of Appeal may, on request, dismiss a Commissioner for neglecting his or her duties, for reasons of other important reasons or for a major change in the circumstances in which enforcement of the Court of Justice Commissioner may not reasonably be required from the legal person. The request may be made by a representative appointed for that purpose by the supervisory board, by the general meeting or by the works council. Article 63f (11) shall apply mutatis mutandis.
3 A Commissioner can only be suspended by the board of directors. The suspension shall be cancelled if, within one month of the commencement of the suspension, a request as referred to in paragraph 2 has not been lodged with the office of business.
1 The approval of the supervisory board shall be subject to the decisions of the Steering Board on:
a. issuance of debt securities from the legal person;
b. issuance of debt securities from a limited partnership or company under firm of which the legal person is a full liability company;
(c) applications for admission of debt securities referred to in (a) and (b) to trading on a regulated market or a multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision whether a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State or the application of a revocation of such authorisation;
d. engaging or severing of sustainable cooperation of the legal person or a dependent society with another legal person or company or as a wholly liable partner in a limited partnership or limited company firm, where such cooperation or broadening is of major importance for the legal person;
(e) the taking of a holding in the value of at least one quarter of the amount of own funds according to the statement of the legal person, by this or a dependent company in the capital of a company, as well as the substantially increase or reduce such participation;
(f) investments which require an amount equal to a quarter of own funds according to the statement of the legal person's explanatory statement;
g. a proposal for the amendment of the Statute;
h. a proposal for the dissolution of the legal person;
i. declaration of bankruptcy and application of payment of payment;
j. termination of the employment contract of a significant number of employees of the legal person or of a dependent society simultaneously or within a short time frame;
a major change in the working conditions of a significant number of employees of the legal person or of a dependent society.
2 The lack of approval of the supervisory board in a decision as referred to in paragraph 1 shall not affect the powers of representation of the board or directors.
3 For decisions of the legal person as referred to in the components Ed , P. , f. , J and C of paragraph 1 shall be subject to any decision of the Steering Board.
1 The limited liability company is a legal person with a share capital distributed in transferable shares. A shareholder is not personally liable for what is done in the name of the company and is not held above the amount which is to be paid into the company's losses on its share. At least one share shall be held by any other than by the account of the company or of one of its subsidiaries.
2 The company is set up by one or more persons on a notarial deed. The deed shall be drawn by each founder and by each of them, according to this Act, one or more shares.
The instrument of formation of a public limited company shall be held in the Dutch language. A power of attorney to cooperate with that act must have been granted in writing.
1 The instrument of establishment must contain the statutes of the public limited company. The statutes shall contain the name, the seat and the purpose of the company.
2 The name shall commence or end with the words "TSE" or "voluit written" or "N.".
3 The seat must be located in the Netherlands.
1 The statutes shall indicate the amount of the registered capital and the number and amount of the shares in euro up to a maximum of two decimal places. If there are different types of shares, the statutes shall indicate the number and amount of each type. The instrument of establishment shall state the amount of the subscribed capital and the amount of the paid-up part thereof. If there are different types of shares, the amounts of the subscribed capital and the paid-up capital shall be broken down by species. The Act also states that each of the shares in which the shares are set up shall be Article 86 (2) (b) and (c particulars of the number and type of shares which it has taken and the amount paid to it.
2 Social and subscribed capital must be at least the minimum capital. The minimum capital shall be EUR 40 000. In the case of a general measure of management, this amount shall be increased if the law of the European Communities requires an increase in the subscribed capital. For public limited liability companies that exist on the day prior to the entry into force of this increase, it shall be effective for 18 months after that date.
3 The paid-up part of the subscribed capital must be at least EUR 40 000.
4 Of the social capital, at least one fifth of the period of action must be placed.
5 A public limited company created before 1 January 2002 may indicate the amount of the social capital and the amount of the shares in guilders up to a maximum of two decimal places.
1 Where a public limited liability company in the Statute converts the amount of the registered capital and the amount of the shares into euro, the amount of the shares subscribed and the paid-up part of it shall be calculated in euro according to the the conversion rate definitively established pursuant to Article 109l, fourth paragraph of the Treaty on European Union, rounded up to a maximum of two decimal places. The rounded-up amount of each share in euro may not exceed 15% higher or lower than the original amount of the share in guilders. Total amounts of shares in euro referred to in Article 67 is the social capital in euro. The sum of the shares of the shares subscribed and the paid part of the shares in euro shall be the amount of the subscribed capital and the portion of the subscribed capital in euro. The instrument shall indicate the amount of the subscribed capital and the portion of the subscribed capital in euro.
After translation, the sum of the shares of the shares placed shall be higher than the sum of the amounts of the shares placed in accordance with Article 109l (4) of the Treaty on European Union, which has been definitively established by virtue of paragraph 1. placed capital, then the difference shall be charged to the returnable reserves or the reserves specified in Article 389 or 390 . If these reserves are not sufficient, the company shall constitute a negative contribution reserve of the difference which has not been charged to the reserves which have been returnable or to be non-returnable. Until such time as the difference from retained earnings or to constitute reserves is satisfied, the company must not be entitled to benefits in the form of cash benefits. Article 105 do. Compliance with the provisions of this paragraph shall be deemed to have been paid up.
3 After conversion according to paragraph 1, the sum of the shares of the shares subscribed shall be lower than that determined by the amount of the conversion rate definitively fixed in accordance with Article 109l (4) of the Treaty on European Union. the company shall hold a non-returnable reserve to the size of the difference. Article 99 does not apply.
If the company is by way of derogation from Article 67a changes the amount of shares, this amendment needs the approval of each group of shareholders whose rights the amendment affects. If the amendment consists of the right to money or claims, the total amount of such money may not exceed one-tenth of the adjusted nominal amount of the shares.
1 A public limited liability company whose statutes state the share capital and the amount of the shares in guilders may use the equivalent in euro in the form of social security up to two decimal places, provided that: is referred to this Article. This use of the counter-value in euro has no legal effect.
2 Where a public limited company whose statutes state the amount of the registered capital and the amount of the shares in guilder, make a change after 1 January 2002 in one or more provisions in which amounts are made in guilders in terms of the statutes, all amounts shall be converted into euro. The Articles 67a and 67b shall apply.
1 The directors are obliged to register the company in the commercial register and make an authentic copy of the instrument of establishment and of the Articles 93a , 94 and 94a documents annexed hereto, together with a copy of documents drawn up in accordance with Article 94a (4), last sentence , to lay down at the margins of the commercial register. At the same time, they must declare the total estimated and estimated costs relating to the formation of the company and shall be borne by the company.
2 The directors shall be jointly and severally liable, in addition to the company, for any legal act carried out in their administration, which makes it possible for the company to be connected during the period before:
(a) the list of entries for the first entry in the trade register, accompanied by the copies to be furnished, has been made,
b. the paid-up part of the capital shall be at least the minimum capital required by the establishment; and
(c) at least one quarter of the nominal amount has been paid into the subscribed capital at the time of its establishment.
3 The liability referred to in paragraph 2 (b) and (c) shall not apply where application is granted to Article 94a (4), last sentence , and without delay after the audit has been issued on behalf of the company, the deposits required to comply with the statement of Article 67 (3) and Article 80 (1) .
1 When the limited liability company is under Article 18 turnover in an association, cooperative or mutual guarantee company, each shareholder shall become a member, unless he has requested the indemnity referred to in paragraph 2.
2 On the decision to transpose Article 100 applicable, unless the company is in turnover in a private company. After such a decision, any shareholder who has not agreed to the decision may ask the company to pay compensation for the loss of his shares. The claim for compensation must be made in writing to the company within one month of notification to the shareholder of the fact that he may request that compensation. The communication shall be effected in the same way as the convocation of a general meeting.
3 In the absence of an agreement, the compensation shall be determined by one or more independent experts to be appointed by the court in the case of the authorization of conversion or by the facility of the security of supply of goods. That court. The Articles 351 and 352 shall apply.
1 Where a private company is subject to Article 18 turnover in a public limited company, the instrument of conversion shall be certified by an auditor as referred to in Article 393 (1) It is annexed to the effect that, within five months of transposition, the company's own funds were at least equivalent to the paid-up and redeemed share of the capital.
2 When another legal person is under Article 18 turnover in a public limited company shall be annexed to the instrument of conversion:
a. An auditor ' s statement as referred to in Article 393 (1) Where it is apparent that, one day within five months of conversion, the legal person's own funds shall be at least the amount of the paid-up part of the subscribed capital in accordance with the instrument of transposition; value shall be counted from what is to be paid into shares after the day after the conversion to the market, at the latest;
(b) if the legal person has members, the written consent of any member whose shares are not to be paid up by the conversion of the legal person's reserves;
c. if a foundation is to be converted, the judicial authority shall.
3 When an association, co-op or mutual guarantee society is under Article 18 turnover in a public limited company, each member becomes a shareholder. The conversion cannot be carried out until a member has been able to cancel it on the basis of Article 36 (4) .
1 At the request of the public prosecutor, the court unties the limited liability company when it cannot reach its target, due to a lack of benefits, and the court can dissolve the company, when it makes its efficacy to She stopped her goal. The Public Prosecutor's Office informs the Chamber of Commerce that it intends to make a request for dissolution.
2 The court shall, at the request of the public prosecutor, de-bind the company where the subscribed capital or the portion of the subscribed capital is less than the minimum capital.
3 Before the dissolution of the contract, the court may give the company the opportunity to rectify, within a period to be determined by it, the failure to act or to convert to a private limited company.
1 The full name of the company and its place of residence must be clear from all the written documents, printed documents and notices in which the joint-stock company is a party or which emanates from its date of exit, except for telegrams and advertising.
2 Where the capital of the company is mentioned, the amount of the amount to be entered and the amount of the amount subscribed shall in each case be disclosed.
1 The term 'variable capital investment company' means a public limited liability company;
a. The sole purpose of which is to invest its assets in such a way as to spread its risks in order to share its shareholders in the proceeds,
b. The Board of Governors is empowered under the Statute to issue, acquire and dispose of shares in its capital,
c. for which an administrator has been granted an authorisation or a declaration of a supervisory position as intended for the purpose of the Law on financial supervision for the placement of its shares; and
d. The statutes of which stipulate that the company is a variable-capital investment company.
2 The company does the Commercial Register and the Stichting Authority Financial Markets and declare that it is an investment company with variable capital. These words must also be clearly associated with the name of all the documents, printed documents and notices, in which the investment company is a party with variable capital or which, with the exception of telegrams and advertisements, must be clearly given to the company. indicate.
Where the statutes state that the holders of such shares constitute a certain share of the capital of the company, unless otherwise indicated in the statutes, the following shall be understood to mean capital placed under capital. part of the share capital.
For the purposes of the application of the Articles 87 , 96 , 96a , 101 (6) and 129 'institution of the company' means the General Assembly, the Meeting of Holders of a Special Kind, the Board, the Supervisory Board and the Joint Assembly of the Board and the Board of Directors of the Board of Directors. Commissioners.
1 Shares are the parts in which the social capital is divided into the statutes.
2 Undershares are the parts, in which the shares are or may be split under the Articles of Association.
3 The provisions of this Title on shares and shareholders shall apply mutatis mutandis to shares and holders of sub-shares to the extent that those provisions do not otherwise prove otherwise.
1 When the share is taken, the nominal amount must then be paid up, and, if the proportion is taken for a higher amount, the difference between those amounts. It may be stipulated that part, not more than three quarters, of the nominal amount need to be paid in after the company has been asked to make it.
2 It is permissible for those who rely on the shares to be placed on their own account to be placed on the shares which they have taken to pay less than the amount of the nominal amount, provided that at least four and ninety-three one hundred of this amount shall be paid in cash no later than when the shares are taken.
3 A shareholder cannot be relieved in whole or in part from the obligation to deposit, subject to the provisions of Article 99 .
4 The shareholder and, in the case of Article 90 , the former shareholder does not have the authority to charge their debt under this Article.
1 Payment to a share must be made in cash in so far as no other contribution has been agreed.
2 Before or when it is set up, payment may be made in foreign currency only if the instrument of establishment states that payment is authorized in a foreign currency; after the establishment it may only take place with the consent of the public limited company. Deposit in a currency which is a unit of the euro pursuant to Article 109l, fourth paragraph of the Treaty on European Union, shall not be regarded as a deposit in foreign currency.
3 With a deposit in foreign money, the system of deposit is met for the amount at which the paid-up amount freely can be exchanged in Dutch money. The exchange rate shall be determined on the day of payment or, if it has been paid up earlier than one month before the establishment, on the day of its establishment or, after the following sentence is applied, on the date referred to therein. The company may require payment at the rate of exchange on a given day within two months before the last day to be paid, provided that the shares or certificates will be admitted to trading on a given day without delay after the issue of the exchange rate. regulated market or a multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision for which a licence has been granted in another Member State, or a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State.
If input is otherwise than agreed in cash, what is to be contributed by economic measures may be appreciated. A right to work or services may not be inserted.
2 Contributions other than in cash must take place without delay after taking the share or after the day at which an outdeposit has been issued or agreed upon.
A shareholder cannot, even by amending the statutes, impose any obligation above the deposit up to the nominal amount of the share, even if it is to be expected.
1 The statutes shall determine whether shares shall be in the name or by bearer.
2 If shares can be written both by name and bearer, the public limited-liability company must, at the request of a shareholder, make up a share of the share of the stock denominated in the name or vice versa, provided that the statutes do not otherwise determine, and highest at cost.
3 Licences of bearer shares may not be issued to shareholders than at least the full amount of such shares, subject to the determination of the shares in the Second paragraph of Article 80 of this book.
4 If shares are made to the name of bearer by name change, the shareholder cannot exercise the rights attached to a share until after the transfer of the share certificate to the company. This arrangement shall apply mutatis mutandis where holders of shares are bearer by merger or division of shares by name, subject to the presentation of the shareholder's certificate.
In the case of the subsequent acquirer in good faith, the public limited company shall not be open to proof that a share of total is not paid or that a share in the name of the company has not been paid up, as a result of the company's share of the share shall indicate the amount of the deposit made on the nominal amount.
The liquidator of a public limited company and, in the event of bankruptcy, the liquidator shall be responsible for the registration and recovery of any payments not yet made to the shares, irrespective of what is specified in the statutes.
1 The management of the company shall keep a register in which the names and addresses of all holders of shares are entered in the name of the company, stating the date on which they obtained the shares, the date of recognition or service, and of the amount paid for each share. They shall also include the names and addresses of those who have a right of usufruct or a lien on those shares, stating the date on which they obtained the right, the date of recognition or service, as well as with indication of the rights attaching to the shares in accordance with Paragraphs 2 and 4 of Article 88 and 89 of this book.
2 The register shall be kept regularly; it shall also inform it of any dismissal of liability for any payments not yet made.
3 The Board of Directors shall provide, upon request, a shareholder, a usufruct and a lien for not an extract from the register in respect of his right to a share. Rest on the share a right of usufruct or a lien, then the extract shall indicate to whom the person in the Paragraphs 2 and 4 of Article 88 and 89 Rights referred to in this Book.
4 The board shall place the register at the premises of the company to inspect the shareholders, and of the fruit users and liens to whom the register is Article 88 (4) of Article 88 and 89 Rights referred to in this Book. The preceding sentence shall not apply to the part of the register which is required to satisfy the legislation in force in that register or to the Stock Exchange Regulations which are satisfied outside the Netherlands. The record of the register of unfunded shares shall be available for the inspection of any person; copies or extracts of such information shall be given at most at cost price.
1 For the issue and delivery of share by name, not being a share as referred to in Article 86c , or the provision of a limited right to it, is required for the purpose of transferring to a notary court in the Netherlands, a notary record of which the parties concerned are parties. No separate deed is required for the issue of shares to be subscribed at the time of its establishment.
2 Instruments of issue or delivery shall state:
(a) the title of the legal act and the manner in which the share or limited entitlement thereto has been obtained;
(b) name, surname, date of birth, place of birth, place of residence and address of the natural persons who are party to the act;
(c) legal form, name, place of residence and address of the legal persons who are party to the act;
d. the number and type of shares to which the act relates, and
e. name, place of residence and address of the company on whose shares the legal act relates.
1 The delivery of a share by name or the delivery of a limited right in accordance with Article 86 (1) shall co-operate with the company in law.
Save where the company is itself a party to the act, the rights attaching to the share may be exercised first after it has recognised the legal act or the instrument has been notified to it in accordance with the provisions of the act. Of Article 86b , or has been approved by registration in the shareholders ' register referred to in paragraph 2.
2 The company which has knowledge of the legal act referred to in paragraph 1 may, for as long as its recognition has not been granted or service the act to it, recognize that act, that act on its own initiative by registration of the transferee of the share or of the limited right thereto in the shareholders ' register. It shall do so by notifying the parties to the legal act of a copy or extract thereof as referred to in Article 4 (2). Article 86b (1) to her. Upon receipt thereof, it shall, by way of recognition, place a note on the document in the manner in which it is approved. Article 86b the date of the invitation to tender shall be indicated in the form of approval.
3 If an act as referred to in paragraph 1 has taken place without the result of any subsequent amendment to the register of shareholders, it shall neither be possible for the company nor for any other person acting in good faith in the register of shareholders. have been regarded as a shareholder or owner of a limited right to a share in the shareholders ' register shall be relied on.
1 Subject to the provisions of Article 86 A paragraph 2 the recognition shall be either provided either in the instrument or on the basis of a copy of the document or of the extract from the instrument.
2 In the case of recognition on the basis of a notarial copy or extract, a recorded statement shall be placed on the document submitted.
The service shall be effected by a notarial copy or extract from the instrument.
1 For the delivery of a share by name or the delivery of a limited right thereto in a company, of which shares or certificates of shares are admitted to trading on a regulated market or a multilateral trading facility, as intended in Article 1: 1 of the Law on Financial Supervision whether a system comparable to a regulated market or multilateral trading facility from a non-Member State, or of which shares or certificates of shares, may be on good grounds, to be carried out at the time of the operation The following provisions shall apply as soon as possible, and shall be approved for that purpose.
2 For the purpose of supplying a share of the name or of the provision of a limited right thereto, it shall require a written act and, except where the company itself is party to that legal act, a written recognition by the Member State of the company of the supply. Recognition shall take place either in the deed or by a published declaration on the recognition of the instrument or on a copy or by the transferor of certified copy thereof or by the transferor thereof, or in the manner laid down in paragraph 3. Recognition shall be equal to the service of that instrument or to that copy or extract to the company. In the case of the supply of unfunded shares, the approval may only take place where the instrument bears a fixed day-drawing.
3 Where a share has been issued for a share, the Articles of Association may provide for the provision, in addition, to issue that share proof to the company. This requirement shall not apply if the share certificate has been lost, deranted or destroyed and cannot be replaced by the Statute. If the shareholder is issued to the company, the company may recognise the supply by placing a note indicating the approval or replacing it with a new certificate on the basis of that certificate, or Share proof in particular of the transferee.
4 A pledge can also be established without recognition by or service to the company. Alsdan is Article 239 of Book 3 of corresponding application, where recognition by or service to the company replaces the in paragraph 3 of that Article Communication.
1 The holder of a certificate of bearer share may ask the company to provide him with a duplicate of the lost share proof.
2 The holder must assume that the share evidence has been lost, indicating the identity of the relevant share certificate.
3 The company publishes the application for a duplicate in the price lists of a regulated market or a multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a State that is not a Member State or, if the shares are not included in it, in a nationally distributed daily.
4 Any interested party may, within six weeks of the date of publication of the application, oppose the provision of the duplicate by a petition to the court.
5 If an objection has not been made in due time or if a resistance has been declared unwarranted by an irrevocable judgment, the duplicate shall be granted for the reimbursement of the costs. The duplicate shall take the place of the lost share proof. After the provision of a duplicate, no rights shall be derived from the replaced proof of share.
This Article shall not apply in so far as the Statute of the Company provides for a system of substitution of lost share certificates.
1 By the statutes, the transferability of shares may be limited by name. Such a restriction cannot be such that it makes the transfer impossible or excessively cuminable. The same applies to the allocation of shares from a community. A transfer in violation of a restriction is invalid.
2 Where the statutes subject the transfer of shares to the approval of a body of the company or of a third party, the approval shall be deemed to have been granted if not within a period of not more than three specified in the Statute (b) months to the request has been decided upon or if the shareholder does not receive the approval of one or more candidates who are willing to buy the shares to which the request for approval is made, not at the same time as the refusal of approval. The scheme should be such that the shareholder who so requires receives a prize equal to the value of the share or shares to be transferred, established by one or more independent experts.
3 If the statutes provide that a shareholder wishing to dispose of one or more shares must first offer them to co-shareholders or to a third party to be designated by a company institution, the scheme must be such that the system must be shareholder who requires it to receive a prize equal to the value of the share or shares to be transferred, established by one or more independent experts. The shareholder shall remain competent to withdraw his offer provided that this is done within one month of the date on which it is known to which interested parties he may sell the shares on which the offer relates and at what price. If it is found that not all of the shares covered by the offer are purchased, the offeror may freely transfer the shares within a time limit specified in the statutes of at least three months after that determination.
4 The company itself may be candidates only with the agreement of the shareholder referred to in the second or third paragraph.
5 Provisions in the Statute on the transferability of shares do not apply if the holder is obliged under the Act to transfer his share to an earlier holder.
1 The statutes may provide that in cases, as defined in the Statute, the shareholder shall be required to offer and transfer its shares. The Statutes may stipulate that as long as the shareholder does not comply with his obligations to offer or transfer his right to vote, his right to participate in the General Assembly and his right to benefits has been suspended.
2 Statutes may provide that, if a shareholder fails to fulfil its statutory obligations to offer and transfer his shares within a reasonable period to be determined in the statutes, the company may irrevocably be authorised by the company to is able to offer and transfer the shares. Where there are no candidates to whom the shareholder will be able to transfer all of its shares under a rules laid down in the statutes, the power of attorney shall be absent and the shareholder shall be irrevocably relieved of the provisions of paragraph 1.
3 The scheme must be such that the shareholder who requires it receives an award, equal to the value of his share or shares, determined by one or more independent experts.
1 Statutes may determine that of the shareholder who does not or no longer meets the requirements of the Statute, the right to vote, the right to participate in the General Assembly and the right to benefits has been suspended.
2 If the shareholder is unable to exercise one or more of the rights specified in paragraph 1 and the shareholder is not held to offer and transfer his shares, he shall be irrevocably relieved of the requirements of the Statutes when the shares in question are not company may not have appointed candidates to that effect within three months of a request from the shareholder to whom he will be able to transfer all of its shares in accordance with a statute.
3 The scheme must be such that the shareholder who requires it receives an award, equal to the value of his share or shares, determined by one or more independent experts.
1 The powers of establishment of usufruct on a share cannot be restricted or excluded by the Statute.
2 The shareholder shall have the right to vote on the shares on which a usufruct is situated.
3 By way of derogation from the preceding paragraph, the right to vote shall be granted to the fruit user, if it is determined at the establishment of the usufruct and the usufruct is a person, to whom the shares may be freely transferred. If the usufruct is a person to whom the shares cannot be freely transferred, the right to vote shall apply only if it is determined at the time of establishment of the usufruct and both this provision and-in the case of transfer of the shares. the fruit use-the transfer of voting rights has been approved by the company body designated by the statutes to approve a proposed transfer of shares or-in the absence of such designation-by the general meeting. Derogations may be made from the provisions of the previous sentence. In the case of a usufruct as intended in the Articles 19 and 21 of Book 4 the right to vote shall also apply to the fruit user, unless at the time of the establishment of the usufruct by the parties or by the cantonjudge at the foot of Article 23 (4) of Book 4 otherwise be determined.
4 The shareholder who does not have the right to vote, and the usufruct who has the right to vote, have the rights conferred by the law to the holders of shares issued with the cooperation of a company. The usufruct who does not have the right to vote shall have these rights, unless they are withheld from the establishment or the transfer of usufruct or by the statutes of the company.
5 If the statutes of the company do not otherwise determine, the shareholder shall also grant the rights arising out of the share of the shares, seeking to obtain shares, on the understanding that he must reimburse the value of those rights to the usufruct, to the extent that it is entitled thereto under its rights of usufruct.
1 The power of pledge of a share of bearer may not be restricted or excluded by the Statute. Shares in the name of a pledge can be established, provided that the statutes do not change otherwise.
2 The shareholder shall have the right to vote on the shares.
3 By way of derogation from the preceding paragraph, the voting rights shall be granted to the pledge holder, if this is determined by the establishment of the pledge and the lien is a person, to whom the shares may be freely transferred. If the lien is a person to whom the shares cannot be freely transferred, the holder shall be granted the right to vote only if it is determined by the establishment of the pledge, and the provision has been approved by the person concerned. Company body designated by the statutes to approve a proposed transfer of shares, or-in the absence of such designation-by the general meeting. If a person holds the rights of the lien, the right to vote shall be granted only if the institution referred to in the previous sentence or, failing that, by the General Assembly approves the transition from voting rights. The statutes may derogate from the provisions of the preceding three sentences.
4 The shareholder who does not have the right to vote, and the lien who has voting rights, have the rights conferred by the law to the holders of shares issued with the cooperation of a company. The lien who does not have the right to vote shall have these rights, unless they are withheld from the establishment or by the transfer of the pledge or by the statutes of the company.
5 The provisions of the Articles of Association regarding the disposition and transfer of shares apply to the disposition and transfer of the shares by the lien or the acquisition of the shares to the lien, subject to the agreement the lien exerts all rights to the shareholder in respect of the transfer and transfer and fulfils its obligations in this respect.
6 Is the lien according to Article 86c (4) in this Article, the rights under this Article shall apply to the lien first after the pledge has been recognised or served on the company.
1 The public limitedliability company may only enter in premises of its own shares or certificates if:
a. The shares to be pledged are paid up;
b. the nominal amount of the pledged equity and its own shares and certificates held or held in place shall not exceed one-tenth of the subscribed capital; and
c. the General Meeting has approved the Pandovenant.
This Article shall not apply to shares and certificates of such shares which are the subject of a financial undertaking which is authorised to carry out the holding in the Netherlands under the conditions of the Law on financial supervision In the ordinary exercise of her business. These shares and certificates shall not be taken into account in the application of the Articles 98 (2) (b) and 98a (3) .
1 After the transfer or allocation of a non-paid-up share, each of the previous shareholders remains jointly and severally liable for the amount to be paid to the public limited company. The Steering Board, together with the supervisory board, may dismiss the previous shareholder in an authentic or registered private instrument of liability; in that case the liability shall nevertheless continue to exist for payments, written out within one year of the day on which the authentic instrument is recorded or the underhand is registered.
2 If a previous shareholder pays, he shall enter into the rights which the company has against subsequent holders.
1 The holder of bearer shares which has acquired all the shares in the company's capital shall notify the company in writing within eight days of the last acquisition.
2 The holder of bearer shares held to hold all shares in the company's capital by a third party acquiring one or more of his shares shall notify the company in writing within eight days of the acquisition. If the holder of all shares dies or ceases to exist by merger or division, the transferors shall notify the company in writing within one month of the death of the merger or the division.
3 If all shares in the capital of the company belong to a marriage community or in a community of a registered partnership, the company is deemed to have a single shareholder within the meaning of this article and rest on each part of the share has the obligation to notify in accordance with this Article.
For the purposes of this Article, shares shall not be taken into account by the company or its subsidiaries.
1 In so far as the statutes are not otherwise determined, all shares shall be linked to their amount equal rights and obligations.
2 The limited liability company must treat shareholders in the same way as shareholders of certificate holders who are in equal conditions.
3 Statutes may provide that the shares of a particular type of special rights as defined in the Statute as regards control of the company shall be established.
1 He who, as a shareholder, provides at least 95% of the subscribed capital of the public limited liability company, may, against the joint other shareholders, make a claim for the transfer of their shares to the claimant. The same applies, if two or more group companies together provide this part of the subscribed capital together and together set the claim for transfer to one of their parties.
2 On the claim, the office of the Court of Justice of the Court of Justice, Amsterdam, is at first instance. Appeal shall be open only in cassation of the judgment.
3 When absconded by one or more defendants, the judge must, of its own motion, examine whether the claimant or claimants fulfil the requirements of paragraph 1.
4 The court rejects the claim against all defendants if, in spite of the compensation, a defendant was to suffer serious material damage from the transfer, a defendant is a party to a share to which the statutes of a Member State are of special interest in respect of the control of the company or a plaintiff has taken over a defendant from his power to establish the claim.
5 If the judge considers that paragraphs 1 and 4 do not prevent the assignment of the claim, he may order that one or three experts will report on the value of the shares to be transferred. The first three sentences of Article 350 (3) and the Articles 351 and 352 shall apply. The judge shall determine the price to be transferred to the shares to be transferred on a day to be determined by him. As long and as long as the price has not been paid, he is raised with interest, equal to the statutory interest, from that day off until the transfer; distributions payable on shares payable during this period stretch out on the day of Payment of payment to partial payment of the price.
6 The court designating the claim shall sentence the transferee to those to whom the shares belong or will belong to pay the established price with interest on the delivery of the unencumin right to the shares. The judge shall give a ruling on the costs of the proceedings if he considers it to be a part of the proceedings. A defendant who has not engaged in defence shall not be ordered to pay the costs.
7 The transferee shall determine the day and place of payment of the payment and the prize in writing to the holders of the shares to be transferred whose address is known to the transferee. He also announces it in a nationwide distributed daily, unless he knows the address of all.
8 The transferee may always free himself from his obligations under paragraphs 6 and 7 by consigning the established price with interest for all shares which have not yet taken over, subject to notification of known rights of property and usufruct and The known herds. This communication relates to the acquisition of shares on the right to benefit. By consigning, the right to the shares goes unencumbered upon him, and rights of premises or usufruct are on the right to benefit. Share and dividend licences which have been made payable after the transfer may not subsequently be derived from the company's right to the company. The transferee shall make the consignment known and the price per share known at that time in accordance with the conditions laid down in paragraph 7.
1 In the case of a legal act acting on behalf of a public limited company, only rights and obligations for the company shall arise where it expressly or tacitly ratifies or pursues such legal acts after its establishment. paragraph 4 is connected.
2 Those who conduct a legal act on behalf of a public limited liability company shall be jointly and severally linked, unless otherwise expressly negotiated in respect of that legal act, until the company has been established after its establishment. Legal act has been confirmed.
3 If the company fails to fulfil its obligations arising out of the legal act ratified, those acting on behalf of the company to be set up shall be jointly and severally liable for the damage suffered by the third party, as a result, if they knew or they could reasonably have known that the company would not be able to comply with its obligations, without prejudice to the liability of the directors on account of its ratification. The knowledge that the company would not be able to fulfil its obligations is suspected of being present when the company is declared bankrupt within a year of its creation.
4 The founders can only commit the company in the instrument of formation by issuing shares, accepting deposits, appointing directors, appointing commissioners and performing the business of the company. legal acts referred to in Article 94 (1) . If a founder has not taken sufficient care to this effect, the Articles 9 and 138 applicable mutatis mutandis.
1 If, before or when shares are set up in cash, the instrument of establishment must be attached to one or more declarations, bearing in place that the amounts to be paid on the shares to be placed on the establishment are:
(a) either immediately after the formation of the public limitedcompany,
(b) either all at the same time, not earlier than five months before the establishment, have been subject to a separate account which will be at the disposal of the company after its formation, provided that the company is subject to the provisions of the instrument. Accept.
2 If foreign money has been paid up, the statement must show how much money it could be exchanged freely on a day on which it was Article 80 A paragraph 3 The rate is decisive for the landfill.
3 A statement as referred to in paragraph 1 may be made only by a financial undertaking as referred to in paragraph 1. Article 1: 1 of the Law on Financial Supervision may, in the European Union or in a State party to the Agreement on the European Economic Area, carry out the holding of the bank. The certificate may be issued only to a notary.
4 for the establishment of the account referred to in the B (1) The founders shall be jointly and severally linked to the company until such amounts are paid until the company expressly ratifications the withdrawals.
5 The notary shall forthwith tell the bank whose declaration he received from the establishment. If the establishment does not continue, it shall return the statement to the bank.
6 If, after the establishment has been set up in foreign currency, the company shall, within two weeks of the deposit, deposit a statement as referred to in paragraph 2 from a bank as referred to in paragraph 3 at the margins of the trade register.
1 Legal Acts:
(a) in relation to the taking of shares in which special obligations are imposed on the public limited liability company;
(b) the acquisition of shares at a rate other than on which the participation in the public limited company is opened to the public;
c. Seeking to secure any advantage to a founder of public limited liability companies or to any third party involved in the establishment,
d. in respect of a contribution to shares other than in cash,
shall be incorporated as a whole in the instrument of incorporation or in a written document which shall be annexed to it in original or authentic copy and referred to in the instrument of establishment. If the previous sentence has not been complied with, no rights or obligations may arise for the company from those legal acts.
2 After the establishment, the legal acts referred to in paragraph 1 may be carried out without prior approval of the General Assembly only if and to the extent that competence is expressly conferred on the Board by the Statute for that purpose. ed.
3 Of the provisions of this Article are excluded from the provisions of Article 80 (2) Such contracts.
If, in the event of the formation of the shares, participation in shares is otherwise than in cash, the parents shall describe what is being inserted, indicating the value assigned to them and the valuation methods applied. These methods must comply with standards that are considered acceptable in social traffic. The description refers to the condition of what is to be inserted in a day not earlier than six months before the establishment. The description shall be signed by all the founders and attached to the instrument of establishment.
2 About the description of what is inserted must be an accountant as intended Article 393, first paragraph make a statement, which shall be annexed to the instrument of establishment. In this he explains that the value of what is being inserted, when used in social traffic as acceptable valuation methods, is at least equivalent to the amount of the landfill obligation, expressed in terms of money, to which the A contribution must be made. If it is known that the value has decreased significantly after the description, a second statement is required.
3 The description and the statement of auditors shall not be required where this is laid down in the Act of Establishment with respect to:
a. Input of securities or money market instruments as referred to in Article 1: 1 of the Law on Financial Supervision , provided that those securities or money market instruments are valued at the weighted average rate at which they are used for three months prior to the day of the transfer to a regulated market as referred to in Article 4 (1) of the Treaty. Article 1: 1 of the Law on Financial Supervision traded;
b. input other than in cash, other than transferable securities or instruments referred to in subparagraph (a), which is valued by an independent person who, as evidenced by his training and efficacy, has expertise in performing valuations, provided that the The valuation methodology used in social traffic as acceptable and the value of what is provided for a day not exceeding six months prior to the date of the contribution is measured by expert valuation. lies;
c. contributions other than cash, other than transferable securities or money market instruments, as referred to in subparagraph (a), the value of which is derived from an annual account established on the last financial year preceding the contribution and in accordance with Directive 2006 /43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78 /660/EEC and 83 /349/EEC and amending Directives 83 /660/EEC and 83 /349/EEC laying down general rules for the application of the laws of the Member States relating to the Repeal of Council Directive 84 /253/EEC (PbEG L 157) is to be subject to audit -
4 If it is known before the establishment that the course has been influenced by exceptional circumstances leading to a significant change in the value of securities or instruments referred to in paragraph 3 (a) on the day of the contribution, or if it is known for the establishment that the value of the contributions referred to in paragraph 3 (b) or (c) will be substantially changed on the date of the transfer due to new special circumstances, the parents shall be obliged to description of which is signed by all the founders and which is the subject of a statement of auditors is referred to in paragraph 2. The description and the statement of auditors shall be annexed to the Act of Establishment. Where the contribution is made after the establishment and has become known in the period between the formation and the contribution that circumstances have occurred in the first sentence, the Steering Board shall be obliged to publish a description. on which a statement of auditors referred to in paragraph 2 is made.
5 If, in the event of the formation of shares, otherwise than in cash is agreed under paragraph 3, the company shall, within one month of the date of the transfer, deposit a declaration by the parents at the premises of the trade register. where the input is described, indicating the value assigned to it and the valuation methods used. The declaration also indicates whether the value granted is at least the amount of the obligation to deal, expressed in terms of cash, to which the contribution must be paid and stated, in addition, that the value of the value of the amount of the obligation to be paid in the period between the valuation and the input no new special circumstances have occurred. The founders shall sign the declaration; missing the signature of one or more of them shall be notified of that signature.
6 The description and the audit shall not be required if the following conditions are met:
a. all the founders decided to refrain from drawing up the Expert Statement;
b. one or more legal persons on whose financial statements Title 9 applies, or which comply with the requirements of Directive 2013 /34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and -related reports of certain types of enterprises, amending Directive 2006 /43/EC of the European Parliament and of the Council and repealing Council Directives 78 /660/EEC and 83 /349/EEC (PbEU 2013, L 182), take all the shares to be issued against input other than in cash;
(c) any transferring legal person shall have at the time of the transfer the transfer of non-returnable reserves, if required by the Steering Board, separately from the reserves, in size of the nominal amount of the assets taken by the legal person. shares;
d. each transferring legal person declares that he will make available at least the nominal value of the shares which it has taken for the payment of the company's debts to third parties, arising during the period between which he is responsible for the payment of the debt to the company. the position of the shares and one year after the establishment of the company's annual accounts for the financial year of the contribution to the commercial register, in so far as the company is unable to comply with them and the creditors have brought an action for the payment of the shares in writing, within two years of this deposit, to any of the transferring legal persons specified;
e. each transferring legal person shall have its last established balance sheet with explanatory notes, including the auditor's statement, deposited with the trade register and no 18 months have elapsed since the balance sheet date;
f. each transferring legal person shall exclude a reserve in size of the nominal amount of the shares which it has taken and may do so from reserves whose nature does not prevent it;
(g) The company shall declare the trade register of the act referred to in point (a) and each transferring legal person must declare to the same office the declaration mentioned in point (d).
7 If the previous paragraph has been applied, a transferring legal person may not dispose of the contribution taken by shares in the period mentioned in that paragraph and shall suspend the reserve mentioned in that paragraph under f or 2 years after the date of application of the provisions of the period. Subsequently, the reserve must be held up to the amount of the outstanding claims outstanding as referred to in the previous paragraph. The original reserve shall be reduced by payments made on the claims entered.
8 The transferring legal person and any of the creditors referred to in paragraph 6 (d) may request the cantonjudge from the place of residence of the company to set up a rule on the claims, to the satisfaction of the person concerned, to the satisfaction of the court or tribunal of the Member State concerned. 6 amounts made under the terms of the Decision. To the extent necessary, the provisions of the Bankruptcy Act concerning the verification of claims and the settlement of the corresponding application. A creditor cannot charge his claim with a debt to a transferring legal person. Progress may be made only under the burden of the regime and can only be extracted under that burden, except in the case of debts arising from operations carried out by the trustee in his capacity. The court judge shall regulate the powers and remuneration of the director; he may change his order at any time.
1 If, following the formation of the shares, otherwise than in cash is agreed, the company shall, in accordance with Article 94a (1) a description of what is being inserted. The description shall relate to the situation on a day not exceeding six months for the day on which the shares are taken or at which an outpouring has been issued or on which it has been agreed. Drivers shall sign the description; missing the signature of one or more of them shall be notified of the signature and the reason therefor.
2 Article 94a (2) shall apply mutatis mutandis.
3 In the Article 94a (3) (a), (b) and (c) Where such cases are concerned, the Steering Board may decide not to draw up the description and the statement of auditors. Is known for the input of the condition as intended Article 94a (4), first sentence , if it has taken place, the Steering Board shall be required to produce a description on which an auditor ' s statement as referred to in Article 4 (1) is applicable. Article 94a (2) shall be made.
4 If, after the formation of a share other than in cash is agreed under paragraph 3, the company shall make an announcement not later than the eighth day before the day of the transfer at the registered office of the commercial register. where this is described, including the value assigned to it, the valuation methods applied, the names of the parties, the amount of the subscribed capital paid in this way, and the date of the entry in the form of the transfer, the value of the assets in question, the value of the assets. Article 96 (1) Decision to issue. The notice shall also indicate whether the value granted is at least the amount of the obligation to deal, expressed in terms of cash, to which the contribution must be paid and, furthermore, to indicate that the value of the value of the amount of the landfill obligation is to be met and the value of the amount of the obligation to be paid. input no new special circumstances have occurred. The directors shall sign the notice; missing the signature of one or more of them shall be notified of that sign and giving reason. Within one month of the date of the transfer, the company shall, at the registered office of the commercial register, submit a statement stating that, in the period between the notice referred to in the first sentence and the contribution to be made, no new special information is to be found. Valuation conditions have occurred. Drivers shall sign the declaration; missing the signature of one or more of them shall be notified of the signature and the reason therefor.
5 The description and the audit referred to in the second sentence of paragraph 3 shall continue and the contribution shall be made in accordance with the conditions laid down in the Annex. Article 94a (3) (b) or (c) , then, one or more holders of shares may be present on the day of Article 96 (1) shall require, acting alone or collectively, at least five per cent of the subscribed capital, to require the Steering Board to provide a description on which an auditor's statement as referred to in Article 1 is to be made. Article 94a (2) shall be made. The Steering Board shall implement this, provided that the shareholders have made known their yearn appearance on the day preceding the transfer to the Board and at the time of the submission of the request they shall still have at least five years. per cent of the subscribed capital, as referred to in the issuing decision.
6 If all shareholders have decided to refrain from drawing up the description and audit and in accordance with Article 94a (6) (b)-(g) , acted, no description or audit is required and is Article 94a paragraphs 7 and 8 applicable mutatis mutandis.
7 The company shall, within eight days of the date on which the shares are taken or subject to the payment of the deposit, make the statement of account, together with a copy of the certificate, at the premises of the trade register, stating that the names of the bearers and of the amount of the subscribed capital paid in this way.
8 This Article shall not apply in so far as the contribution is made up of shares or certificates of shares, which are convertible rights or proof of profit of another legal person, on which the company has made a public offer, provided that the latter securities or some of them are admitted to trading on a regulated market or a multilateral trading facility, as intended Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a State that is not a Member State.
1 A legal act which has been carried out by a public limited company without the approval of the general meeting or without the declaration referred to in paragraph 3 may be destroyed for the benefit of the company, if the operation:
a. To the acquisition of goods, including claims which are settled, which one year prior to its creation or subsequently belonged to a founder; and
b. has been made prior to the expiry of two years following the registration of the company in the Commercial Register.
(2) Where the approval is requested, the company shall describe the goods to be obtained and the consideration. The description refers to the condition of the shelve on a day not before the establishment. The description shall specify the values to be assigned to the goods and compensation and the valuation methods applied. These methods must comply with standards that are considered acceptable in social traffic. Drivers shall sign the description; missing the signature of one or more of them shall be notified of the signature and the reason therefor.
3 Article 94a (2) shall apply mutatis mutandis, except that the declaration must imply that the value of the goods to be obtained, when used for the purposes of social traffic as acceptable valuation methods, shall correspond to the value of the goods to be obtained. At least the value of the consideration.
4 Article 94b (3) shall apply mutatis mutandis. Where a legal act is carried out with the application of the previous sentence, it shall not be destroyed under paragraph 1 because of the lack of the declaration referred to in paragraph 3. Article 94b (4) shall apply mutatis mutandis, except that the date of the legal act referred to in paragraph 1 is given in the description.
5 To make available copies of the documents referred to in the preceding paragraphs, on the inspection and copy Article 102 applicable mutatis mutandis.
6 The company shall deposit the declaration referred to in paragraph 3 or a copy thereof on the commercial register within eight days of the operation of the act or after the approval, if it has subsequently been granted.
7 For the purposes of this Article, no account shall be taken of:
a. Acquisitions at a public auction or on the Stock Exchange,
(b) those who are subject to the normal business practice of the company under the conditions laid down;
c. Acquisitions for which a statement as referred to in Article 94a (2) has been made,
d. Acquisitions as a result of merger or division.
1 The limited liability company may not take its own shares.
2 Shares that the company has taken in violation of the previous member are going to be on joint directors at the time of taking over. Each driver shall be jointly and severally liable for the paying-up of these shares with the statutory interest payable at that time. If the shares are subscribed to the establishment, this paragraph shall apply mutatis mutandis to the joint founders.
3 If the company takes a share of the company's own name, it is deemed to be responsible for the company's own account.
1 The limited liability company may issue shares only after its formation by a decision of the general meeting or of another company body to that effect by a decision of the general meeting or by the statutes for a given period of time. has been designated for a maximum period of five years. The number of shares to be issued should be determined. The designation may be extended for no more than five years. Unless otherwise specified in the designation, it shall not be revoked.
2 There are different types of shares, then for the validity of the decision of the general meeting up to issue or designation requires a prior or simultaneous adoption decision of each group of holders of shares of the same the species whose rights are adversely affected by the issue.
3 The company shall, within eight days of a decision of the general meeting, issue or appoint a full text thereof at the premises of the trade register.
4 The company shall declare, within eight days of the end of each calendar quarter, the trade register of each issue of shares in the last quarter of the calendar quarter, indicating the number and type of shares.
5 This Article shall apply mutatis mutandis to the granting of rights to the taking of shares, but shall not apply to the issuing of shares to any person who exercises the right to share shares previously acquired.
1 Subject to both of the following paragraphs, each shareholder shall have preferential rights in respect of the issue of shares in proportion to the combined amount of its shares. However, unless otherwise provided for by the Statute, it shall not have a right of preference for shares issued against contributions other than in cash. He does not have any preferential rights in respect of shares issued to employees of the public limited company or of a group company.
2 In so far as the statutes do not otherwise determine, holders of shares have
a. does not exceed a certain percentage of the nominal amount or only to a limited extent in excess of that percentage in profit; or
b. Do not exceed, above the nominal amount or only to a limited extent, in excess of a surplus after liquidation,
no preferred right to issue shares to be issued.
3 In so far as the statutes do not otherwise determine, shareholders do not have any preferential rights to issue shares in any of the under A and B Defined species.
4 The company announces the issue of preferential rights and the period in which it can be exercised, in the Official Gazette and in a nationally distributed newspaper, unless all shares are written in the name and the announcement is made to all shareholders in writing to the address they have given.
5 The preferred right may be exercised for at least two weeks after the day of announcement in the Official Gazette or, after the dispatch of the announcement to the shareholders.
6 The right of preference may be restricted or excluded by decision of the general meeting. The proposal must explain in writing the reasons for the proposal and the choice of the proposed rate of issue. The right of preference may also be limited or excluded by the Article 96 (1) Designated company body, if, by decision of the general meeting or by the Statute, it has been designated for a certain duration of not more than five years as having the power to restrict or exclude the right of preference. The designation may be extended for no more than five years. Unless otherwise specified in the designation, it shall not be revoked.
7 For a decision of the general meeting to limit or exclude preferred right or lead, a majority of at least two thirds of the votes cast shall be required, if less than half of the subscribed capital is in the meeting is represented. The company shall, within eight days of the decision, deposit a full text thereof at the premises of the commercial register.
8 When granting rights to the taking of shares, shareholders shall have a right of preference; the previous members shall apply mutatis mutandis. Shareholders do not have any preferential rights to shares issued to any person who exercises the right to share shares previously acquired.
The Articles 96 and 96a does not apply to an investment company with variable capital.
If, in the case of issue of shares following the establishment, it is known what amount will be issued and only a lower amount can be placed, the latter amount shall be placed only if the terms of issue express an explicit determination
1 The acquisition by the public limitedcompany of unfunded shares in its capital is void.
2 Own shares paid up may only be acquired by the company if, or if own funds, reduced by the award price, are not less than the amount of the paid-up and redeemed share of the capital plus the reserves which The law or the statutes must be held. Without prejudice to the preceding sentence, if the shares of the company are admitted to trading on a regulated market or on a multilateral trading facility, as referred to in Article 4 (1), Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a non-Member State, the nominal amount of the shares in its capital which the company obtains, holds, or is pledged to hold or be held by a subsidiary, not more than half of the subscribed capital.
3 For the requirement in paragraph 2, the size of own funds shall be determined according to the most recent balance sheet, minus the acquisition price for shares in the capital of the company, the amount of the loans referred to in the Article 98c (2) and benefits from profits or reserves to others who became indebting to them and its subsidiaries after the balance sheet date. If a financial year has expired more than six months without the annual accounts having been fixed, the acquisition in accordance with paragraph 2 shall not be authorised.
4 The acquisition other than of an acquisition cannot be effected unless and to the extent that the general meeting has authorised the Steering Board to do so. This authorisation shall be valid for a maximum period of five years. By way of derogation from the previous sentence, the shares of a company shall be admitted to trading on a regulated market or on a multilateral trading facility, as referred to in Article 1 (1) (b). Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State, such authorisation for a maximum period of 18 months.
The general meeting shall specify the number of shares to be acquired, how they may be obtained, and the limits on which the price must be situated. The statutes may exclude or restrict the acquisition by the company of its own shares.
5 The authorisation is not required in so far as the statutes permit the company to acquire its own shares in order to transfer, under a scheme in force to them, employees in the service of the company or of a group. These shares must be included in the price gazette of a stock exchange.
6 Paragraphs 1-4 shall not apply to shares which the company receives under a general title.
7 The paragraphs 2-4 shall not apply to shares which a financial undertaking which has received Law on financial supervision the holding of a bank in the Netherlands, and on behalf of, and on behalf of, another person.
8 Paragraphs 2-4 do not apply to an investment company with variable capital. The subscribed capital of such an investment company, less the amount of the shares which it itself holds, must be at least one tenth of the social capital.
9 Under the concept of shares in this Article, certificates of that kind are understood.
1 Acquisition of shares by name in violation of paragraphs 2-4 of the previous article is void. The directors shall be jointly and severally liable to the transferor in good faith, who suffers damage as a result of nullity.
2 Shares of bearer and certificates of shares which the public limited company has obtained in breach of paragraphs 2-4 of the previous article shall be on the joint directors at the time of acquisition. Each driver shall be jointly and severally liable for the compensation to the company of the receiving price with the statutory interest payable on that date.
3 The company may not hold more shares in its capital for a period of three years after conversion into a public limited company or after acquiring its own shares for non-or under a general title than one-tenth of the subscribed capital; own shares which it has itself pledged shall be counted. The shares which the company holds too much shall be on the joint directors at the end of the last day of the three years. These shall be jointly and severally liable for the payment to the company of the value of the shares at that time with the statutory interest at that time. The term 'shares' in this paragraph shall include certificates of that kind.
4 The previous paragraph shall apply mutatis mutandis to any non-paid-up own share which the company has acquired under a general title and which has not been or has been repealed within three years thereafter.
5 The third paragraph shall apply mutatis mutandis to any own share or certificate thereof which the company has obtained pursuant to the fifth paragraph of the previous Article without the authorization of the general meeting and that it has been granted for one year holds.
If, in his own name and on behalf of the public limitedcompany, another person obtains shares in its capital or certificates, it must immediately transfer them against payment to the company. If these shares are registered by name, the second paragraph of the previous article shall apply mutatis mutandis.
1 The company may not, for the purpose of taking or obtaining any of the shares in its capital or of certificates thereof, provide security, give a stock exchange guarantee, otherwise make itself strong or otherwise coy or otherwise, or connect it to others. The same prohibition applies to its subsidiaries.
2 The company and its subsidiaries may not grant loans, for the purpose of taking or acquiring shares in the capital of the company or of certificates of such assets, unless the Board decides to do so and has comply with the following conditions:
(a) the granting of the loan, including the interest received by the company and the collateral provided to the company, shall be made at fair market conditions;
(b) own funds, reduced by the amount of the loan, are not less than the paid-up and requested share of the capital plus reserves to be held under the law or the statutes;
(c) the creditworthiness of the third party or, in the case of multi-party transactions, of each counterparty involved has been closely examined;
d. if the loan is granted for the purpose of taking shares in the context of an increase in the company's subscribed capital or in order to obtain shares which the company holds in its capital, the price shall be for which the shares are to be taken or obtained equitable.
3 For the requirement set out in paragraph 2 (b), the size of own funds shall be determined according to the most recently established balance sheet, reduced by the acquisition price for shares in the capital of the company and distributions of profits or reserves any other person who became indebting to them and its subsidiaries after the balance sheet date. If a financial year has expired more than six months without the annual accounts having been fixed, a transaction as referred to in paragraph 2 shall not be authorised.
4 The company shall maintain a non-returnable reserve in size of the amount of the loans referred to in paragraph 2.
5 A decision of the Steering Board to provide a loan as referred to in paragraph 2 shall be subject to the prior approval of the General Assembly. The decision to approve shall be taken by a majority of at least two thirds of the votes cast, if less than half of the subscribed capital is represented at the meeting. By way of derogation from the previous sentence, shares or certificates of shares of the company shall be admitted to trading on a regulated market as specified in Article 1: 1 of the Law on Financial Supervision Or at a multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision the decision approving the votes by at least 95% of the votes cast.
6 When the general meeting requires the approval referred to in paragraph 5, it shall be mentioned at the general meeting. At the same time as the summons, a report shall be made for inspection of the shareholders and the holders of certificates of its shares issued with the cooperation of the company, which shall indicate the reasons for the granting of the loan, the interest attached to the company, the terms at which the loan will be granted, the course at which the shares will be taken or obtained by the third party and the loan to the loan linked risks to the liquidity and solvency of the company.
7 The company shall, within eight days of the approval referred to in paragraph 5, deposit the report referred to in paragraph 6 or a copy thereof at the margins of the commercial register.
8 Paragraphs 1 to 7 shall not apply where shares or certificates of shares are taken or obtained by or for employees in the service of the company or of a group company.
The provisions of paragraphs 1 to 7 shall not apply to any financial undertaking which has Law on financial supervision in the Netherlands, the company of bank may exercise, in so far as it acts in the ordinary exercise of its business.
1 A subsidiary may not, on its own account, take or take any shares in the capital of the public limited company. Such shares may only acquire or acquire subsidiary companies on their own account, provided that the limited liability company itself is responsible for the paragraphs 1-6 of Article 98 Own shares may be acquired.
2 If the decision was taken in breach of the preceding paragraph, the directors of the public limited company shall be jointly and severally liable for payment to the subsidiary of the receiving price with the statutory interest thereon from the date on which the decision was taken. shares have been taken or obtained. Payment of the allowance shall be made against the transfer of these shares. A driver does not need to reimburse the receiving price if he proves that the taking or obtaining is not attributable to the public limited liability company.
3 A subsidiary may,
(a) after becoming a subsidiary,
(b) after the company of which it is a subsidiary has been converted into a public limited liability company; or
(c) after having obtained as a subsidiary shares in the capital of the public limited company not or under a general title,
no longer than for three years together with the public limited company and its other subsidiaries hold more than one tenth of the subscribed capital for their own account. The directors of the public limited liability company are jointly and severally liable for the remuneration to the subsidiary of the value of the shares which it holds or does not hold at the end of the last day of the three years, with the Waive legal interest at that time. Payment of the allowance shall be made against the transfer of the shares. A driver does not need to pay the fee, if he proves that it is not the public limited company due to the fact that the shares are still held.
4 Under the term of shares in this Article, certificates of that kind are understood.
1 The general meeting may reduce the subscribed capital by the withdrawal of shares or by reducing the amount of shares in the form of a change of status. This Decision should designate the shares to which the decision relates and the implementation of the Decision should be settled.
2 A decision to revoke may refer only to shares held by the company itself or to which it holds the certificates, or to all shares of a kind which is determined for the issue in the statutes that they may be withdrawn with Repayment, or the redeemed shares of a kind determined for the issue in the statutes, that they may be issued with a refund.
3 Reduction of the amount of shares without repayment and without the obligation to make payments, in proportion to all shares of the same type. A derogation from the requirement of proportionality may be made with the agreement of all the shareholders concerned.
4 Partial repayment of shares or exemption from the obligation to deposit is only possible in order to implement a decision to reduce the amount of the shares. Such a repayment or remission must be made in proportion to all shares, except where the issue of a certain type of shares in the statutes provides for repayment or remission only on those shares; that shares are subject to the requirement of proportionality. A derogation from the requirement of proportionality may be made with the agreement of all the shareholders concerned.
5 There are different types of shares, then for a decision on capital reduction, a prior or simultaneous adoption decision of each group of holders of shares of the same type to whose rights is affected is required.
6 For a decision on capital reduction, a majority of at least two third parties of the votes cast shall be required if less than half of the subscribed capital is represented in the meeting. This provision shall apply mutatis mutandis to a decision as referred to in the fifth paragraph.
7 The summons to a meeting in which a decision referred to in this Article shall be taken shall indicate the purpose of the capital reduction and the method of implementation. The Second, third and fourth members of Article 123 shall be applicable mutatis mutandis.
1 The limited liability company shall place the Article 99 (1) The decisions referred to at the premises of the commercial register shall be announced and the deposit shall be announced in a national newspaper distributed.
2 The company must, under penalty of a statement of opposition as referred to in the following paragraph, lodge a security for any creditor seeking it or provide it with another guarantee for the satisfaction of his claim. This shall not apply if the creditor has sufficient assurances or has sufficient certainty that the capital state of the company will be satisfied that the claim will be fulfilled.
3 Within two months of the notice referred to in paragraph 1, any creditor may, by application to the court of appeal against the decision to reduce the capital of the country concerned, oppose the decision on the reduction of capital, indicating the security required. The court rejects the application if the applicant has not made a probable cause for a doubt that, as a result of the capital reduction, doubts about the satisfaction of his claim are legitimate and that the company has not given sufficient guarantees of the satisfaction of his claim.
4 Before the court decides, he may give the company the opportunity of giving him a guarantee as defined by him within a time limit specified by him. If the capital has already been reduced, he may order the lodging of a deposit and a periodic penalty payment on a legal remedy.
5 A decision to reduce the subscribed capital shall not be in force for as long as resistance can be made. If an objection has been made in good time, the decision shall first take effect once the opposition has been withdrawn or the removal of the resistance is enforceable. A certificate of status change required for the reduction of capital may not be previously established.
6 If the company reduces its capital for a period of loss to an amount not lower than that of its own funds, it shall not be required to provide a guarantee and the decision shall take effect immediately.
7 This Article shall not apply where an investment company with variable capital withdraws its own shares legally acquired.
1 Each year within five months of the end of the financial year of the company, subject to an extension of that period for a period not exceeding five months by the general meeting on the basis of special circumstances, the Steering Board shall issue a revenue and expenditure account, It shall make it available to the shareholders for access to the company. Where the company has securities admitted to trading on a regulated market as specified in the Law on financial supervision , the time limit shall be four months, unless Article 5:25g, second or third paragraph, of that Act is applicable. This period may not be extended. Within this period, the Board shall also provide the Board of Management Report for the inspection of the shareholders, unless the Articles 396 (7) , or 403 may apply to the company. The Board of the Company on which the Articles 158 to 161 and 164 apply, the financial statements shall also send to the Article 158 (11) Said Works Council.
2 The annual accounts are signed by the directors and by the commissioners; the signature of one or more of them is lacking, and the reason for this is the reason for the statement.
3 The annual accounts shall be adopted by the general meeting. The adoption of the annual accounts does not grant discharge to a Commissioner responsible for the job of a director.
4 Acts fixing the annual accounts shall not be subject to the approval of a body of the company or of third parties in the statutes.
5 Statutes shall not contain provisions which permit provisions or binding proposals for the financial statements or any item of such financial statements to be issued.
6 The statutes may provide that any body of the company other than the general meeting has the power to determine which part of the financial year ' s result is to be set aside or how the loss will be processed.
7 Our Minister for Economic Affairs may, on request, waive the obligation to draw up, submit and determine the annual accounts for important reasons. No exemption may be granted in respect of the statement of the annual accounts of a company whose securities are admitted to trading on a regulated market as referred to in the Law on financial supervision .
1 The limited liability company shall ensure that the published financial statements, the administrative report and the Article 392 (1) data to be added from the call for the general meeting, for the purpose of their treatment, to be found in the presence of the presence of the person. The holders of its shares or certificates issued with its cooperation shall be able to inspect the documents and obtain a copy of it free of charge.
If these shares or certificates are bearer or the company has securities issued to the company, each of them may also inspect the documents in so far as they must be made public, provided that they have been made public at the same time and at most obtain a copy. That jurisdiction shall lapse once these documents have been deposited with the Commercial Register.
The reserves prescribed by the law shall be subject to a deficit only if the law allows it.
1 In so far as it is not otherwise stipulated by the Statute, the profits will benefit the shareholders.
2 The limited liability company may only make benefits to shareholders and other beneficiaries until its own funds are greater than the amount of the paid-up and repayable part of the capital. increased by the reserves to be held under the law or by the Statute.
3 Benefits of profits are made after the annual accounts show that it is lawful.
4 The company may make payments only in the intervening period only if the statutes permit and the requirement of the second paragraph is satisfied according to an interim position established by the latter. This shall relate to the state of the assets at the earliest on the first day of the third month for the month in which the benefit decision is published. It shall be made out taking into account valuation methods which are considered to be acceptable in the social field. The funds to be set aside under the Act or the Statute shall be included in the power arrangement. It shall be signed by the directors; missing the signature of one or more of them, shall be notified of that signature. The company shall deposit the assets position of the commercial register within eight days of the date on which the benefit decision is disclosed.
5 In the calculation of the distribution of profits, the shares which the company holds in its capital shall be included, unless otherwise provided for in the Statute.
6 In calculating the amount of profits to be paid on each share, only the amount of the compulsory payments on the nominal amount of the shares shall be eligible, unless otherwise provided for in the Statute.
7 Statutes may provide that a shareholder's claim shall not be subject to a limitation period of five years, but may expire after a longer period of time. A provision such as that shall be applied mutatis mutandis to the claim of a holder of a certificate of a share to the shareholder.
8 A benefit in violation of the second or fourth member shall be reimbursed by the shareholder or other shareholder who knew or was in a position to know that the benefit was not lawful.
9 None of the shareholders can be entirely excluded from sharing in profits.
10 Statutes may provide that the profits to which the holders of shares of a particular type are entitled to be wholly or partly reserved for the benefit of the holders of shares of a particular type shall be reserved.
1 In the General Assembly, within the limits set by the Law and the Statutes, all competence, which has not been assigned to the Board or to others.
2 The board of directors and the supervisory board shall provide it with any information requested, unless a serious interest in the company is opposed to it.
1 The approval of the General Assembly shall be subject to the decisions of the Steering Board on a significant change in the identity or character of the company or the undertaking, including in any case:
a. Transfer of the Company or virtually the entire enterprise to a third party;
(b) entering or severing the permanent cooperation of the company or a subsidiary with another legal person, a company or as a wholly liable partner in a limited partnership or company under firm; if such cooperation or broadening is of major importance to the company;
(c) the taking or divesting of a holding in the capital of a company for the value of at least one third of the amount of the assets in the form of an explanatory statement or, if the company draws up a consolidated balance sheet, according to the opinion of the a consolidated statement of accounts, according to the company's latest annual accounts, by the company or by a subsidiary.
2 The lack of approval of the general meeting to a decision as referred to in paragraph 1 shall not affect the powers of representation of the board or directors.
3 If, under legal provisions, the company has established a works council, the request for approval shall not be offered to the general meeting, then after the Works Council is due in due time before the date of summons as intended Article 114 has been given an opportunity to adopt a position on this subject. The position of the works council shall be submitted to the general meeting at the same time as the request for approval. The chairman or a member of the works council appointed by him may explain the position of the works council in the general meeting. The lack of that position does not affect the decision-making process on the request for approval.
For the purposes of paragraph 3, the works council shall include the works council of the undertaking of a subsidiary, provided that the employees are employed by the company and group companies in a majority of the Netherlands. are active. If there is more than one works council, the powers of such councils shall be exercised jointly. If a central works council is set up for the undertaking or undertakings concerned, the power shall be conferred on the central works council.
1 Annually at least one general meeting shall be held.
2 Where no shorter period has been provided for in the Statute, the annual meeting shall be held within six months of the end of the financial year of the company.
Within three months of the probability that the public limited company's own funds have fallen to an amount equal to or less than half of the paid-up and redeemed share of the capital, a general rule shall be taken within three months of its adoption. meeting to discuss, where appropriate, measures to be taken.
The board of directors and the supervisory board are empowered to convene a general assembly; the statutes may also confer this power on others.
1 One or more holders of shares jointly representing at least one-tenth of the subscribed capital, or a lower amount as determined by the Statute, may be served by the court ' s provision judge. Requests shall be authorized to convene a general meeting. The court of supply shall reject this request if it has not been established that the applicants have previously addressed to the Board and to the supervisory board in writing and giving details of the subjects to be dealt with the request meeting, and that neither the board nor the supervisory board, in this case equally empowered to do so, would have taken the necessary measures to enable the general meeting to be held within six weeks of the request. - If shares of the company or with the cooperation of the company are issued, licences shall be admitted to trading on a regulated market as referred to in Article 1 (1) of the Treaty. Article 1: 1 of the Law on Financial Supervision , this period shall be eight weeks.
2 For the purposes of this Article, holders of shares shall be deemed to be the holders of the shares issued with the cooperation of the company.
3 Unless otherwise provided for by the Statute, the requirement of writing of the request referred to in paragraph 1 shall be complied with if such request is electronically committed.
1 The court's notice, after hearing or summoning the public limited company, shall confer on the authorization requested if the applicants prove to be brief, that the conditions laid down in the preceding Article are fulfilled; and that they have a reasonable interest in the holding of the meeting. The provision judge of the court shall determine the form and time limits for the summons to the general meeting. He may also appoint a person who shall be responsible for the management of the General Assembly.
2 It shall be mentioned by the first member of the summons to be given under judicial authorization. The summons made in this way shall be valid, even if it was found that the authorisation had been granted unduly.
3 No provision shall be authorized against the order of the provision of supply, except in cassation for the sake of the law.
If, they, they Article 109 of this Book or the Statutes until convening are authorized, defaulting to a Article 108 or Article 108a of this Book or of the Statute required to hold a general meeting as required, any shareholder may be authorized by the court's security authority to do so by itself. Article 110 (2) and Article 111 of this Book shall apply mutatis mutandis.
1 To the general meeting, the shareholders and the holders of the certificates of shares issued with the cooperation of the company are called upon to make a decision.
2 The summons shall be made by means of a publication in a nationally distributed newspaper.
3 Statutes may provide that holders of shares are summoned by name by means of call letters addressed to the addresses of those shareholders as set out in the Register of Shareholders.
4 Unless otherwise provided for by the Statute, if the holder of the shares in the name and holder of the certificates of shares issued with the cooperation of the company agrees, the summons may be effected by means of an agreement of the electronic means transmitted legibly and reproducible message to the address made known to the company for this purpose.
5 Statutes may provide that holders of bearer shares and holders of certificates of shares issued with the cooperation of the company shall be sued by an electronic publication of the statutes. announcement, which is directly and permanently accessible to the general meeting.
6 By way of derogation from paragraph 2, and without prejudice to paragraphs 3 and 4, the summons shall be made by an announcement made publicly available by electronic means, which shall be directly and permanently accessible to the general meeting if shares of the issued certificates of such a kind that are admitted to trading on a regulated market as referred to in Article 2 (1) of the EC Treaty. Article 1: 1 of the Law on Financial Supervision .
1 At the end of the summons:
a. the subjects to be treated;
b. the place and time of the general meeting;
(c) the procedure for participation in the general meeting by written agent;
d. if shares of the company or with the cooperation of the company have been issued certificates thereof to trading on a regulated market as intended in Article 1: 1 of the Law on Financial Supervision , the procedure for participation in the general assembly and exercising the right to vote by electronic means of communication, if such right is in accordance with Article 117a can be exercised, as well as the address of the company ' s website, as intended in Article 5:25ka of the Financial Supervision Act .
2 On subjects the treatment of which has not been announced by the summons or the same procedure in the light of the timelimit laid before the notice, it cannot be legally decided unless the decision is taken by a unanimous vote in a meeting, in which the entire subscribed capital is represented.
3 Notices which must be addressed to the general meeting under the law or by the Statute may be recorded either by inclusion in the summons or in the document which has been deposited at the premises of the company, provided that is being created in the summons.
4 By way of derogation from paragraph 1, it may be stated at the notice that the holders of shares and the holders of certificates of shares issued with the cooperation of the company may be informed of the information given by the company. Referred to in paragraph 1 (a) and (c), unless the relevant shares or certificates have been admitted to trading on a regulated market as referred to in Article 1: 1 of the Law on Financial Supervision .
1 A subject, the treatment of which has been requested in writing by one or more holders of shares representing only or jointly representing at least three hundredth part of the subscribed capital, is included in the summons or at announced in the same way that the company has received the reasoned request or a proposal for a decision not later than the 60th day before that of the meeting. The statutes may reduce the required part of the capital and the deadline for lodging the request may be reduced.
2 For the purposes of this Article, holders of shares shall be deemed to be the holders of the certificates of shares issued with the cooperation of the company.
3 Unless otherwise provided for by the Statute, the requirement of writing of the request referred to in paragraph 1 shall be complied with if such request is electronically committed.
1 Subject to the second sentence of the First paragraph of Article 111 of this Book, shall be effected not later than the fifteenth day preceding that of the sitting. If that period was shorter or the summons had not taken place, no legal decisions may be taken, except in general in a meeting in which the entire subscribed capital is represented.
2 If shares of the company or with the cooperation of the company have been issued certificates thereof to trading on a regulated market as referred to in Article 1: 1 of the Law on Financial Supervision , the convocation shall be effected not later than the thirty-second day preceding that of the sitting.
3 The statutes of an entity referred to in Article 3A: 2, Parts (a) to (e) of the Financial Supervision Act by way of derogation from paragraph 2, may provide that the summons for a meeting for a decision to issue shares shall be made no later than the 10th day preceding that of the meeting if the conditions for imposing measures on such a meeting are fulfilled; land of Article 1:75a of that Act and the issue of shares is necessary to avoid compliance with the conditions for settlement, Article 3A: 18, 1st paragraph, of that Act shall be satisfied.
4 For a decision of the General Assembly amending the Statute for the application of paragraph 3, a majority of at least two third parties of the votes cast shall be required.
The general meetings shall be held in the Netherlands on the basis of the statutes, or else in the municipality of residence of the public limited company. In a general meeting, held elsewhere, legal acts can be taken only if the entire subscribed capital is represented.
1 Each shareholder shall be empowered to attend, in person or by a written agent, the general meetings, to speak and to exercise the right to vote. Holders of shares shall, together with the amount of a share, jointly exercise these rights, either by either of them or by a written agent. The statutes may limit the power of shareholders to represent them. The competence of shareholders to be represented by a lawyer, notary, added notary, candidate notaris, registry accountant or accountant-administrative agent cannot be excluded.
2 Each holder of a certificate of a share issued with the cooperation of the company shall be entitled to attend the general meeting in person or by a written agent, and to speak. The penultimate and the last sentence of paragraph 1 shall apply mutatis mutandis.
3 Statutes may provide that a shareholder shall not be entitled to participate in the general meeting as long as he is in default of compliance with a legal or statutory obligation. Where the statutes provide that the holders of shares must retain the supporting documents of their right before the general meeting, the place where and the date on which such a meeting is to be kept shall be indicated at the notice of that meeting. shall be completed That day may not be earlier than on the seventh day before that of the sitting. If the statutes contain provisions in accordance with the preceding provisions of this paragraph, they shall be applicable to the holders of the certificates of shares issued with the cooperation of the company. Supporting documents may not be required if shares of the company or certificates issued with the cooperation of the company are admitted to trading on a regulated market as specified in the Annex. Article 1: 1 of the Law on Financial Supervision .
4 The directors and the commissioners, as such in general meetings, have an advisory vote.
5 The auditor to whom the account has been issued for the purpose of the examination of the financial statements Article 393 (1) The general meeting shall be empowered to attend and to speak on the adoption of the annual accounts.
6 The requirement of divinity of the power of power shall be satisfied if the power of attorney is recorded electronically. If shares of the company or with the cooperation of the company are issued, licences shall be admitted to trading on a regulated market as referred to in Article 1 (1) of the Treaty. Article 1: 1 of the Law on Financial Supervision , the company offers to the shareholder the opportunity to inform it electronically of the power of attorney.
7 If shares of the company or with the cooperation of the company are issued, licences shall be admitted to trading on a regulated market within the meaning of the Law on financial supervision , the statutes may not exclude or limit the power of shareholders or certifying holders to represent them.
1 The statutes may provide that each shareholder has the power to participate, in person or by a written agent, by means of an electronic means of communication, to participate in the general meeting, to speak and to use the term of office of the Member States. voting rights.
2 For the purposes of paragraph 1, the shareholder shall be able to be identified by means of electronic means of communication, to be able directly to meet the relevant meetings and to exercise the right to vote. The statutes may provide that, in addition, it is necessary for the shareholder to be able to participate in the debate by means of the electronic means of communication.
3 By or under the statutes, conditions may be imposed on the use of the electronic means of communication, provided that these conditions are reasonable and necessary for the identification of the shareholder and the reliability and security of communication. If the conditions are laid down in accordance with the Statute, or Article 114 (1) apply, these conditions shall be disclosed to the convocation.
4 (1) to (3) shall apply mutatis mutandis to the rights of each holder of a certificate of a share issued with the cooperation of the company.
5 The requirement of control of the power of power shall be satisfied if the power of attorney is recorded electronically. If shares of the company or with the cooperation of the company are issued, licences shall be admitted to trading on a regulated market as referred to in Article 1 (1) of the Treaty. Article 1: 1 of the Law on Financial Supervision , the company offers to the shareholder the opportunity to inform it electronically of the power of attorney.
1 Statutes may provide that votes cast by electronic means of communication or by letter prior to the general meeting shall be equivalent to votes cast at the time of the meeting. Such votes shall be cast no earlier than on the day of registration referred to in paragraph 3.
2 For the purposes of paragraph 1, they shall be entitled to apply as a voting or meeting person to a point of time determined by the convening of a general meeting and which are registered as such in a decision designated by the Board of Directors. register, regardless of who at the time of the general meeting the holders are on the shares.
3 The day of registration is the twenty-eighth day for that of the meeting.
4 The date of registration shall be indicated by the summons, as well as the manner in which the vote or meeting members can register and the manner in which they can exercise their rights.
5 If the convocation of the General Assembly takes place under the application of a provision in the Statutes as referred to in Article 115 (3) The votes cast by way of derogation from paragraph 1 second sentence and paragraph 3 shall not be cast earlier than on a day of registration to be defined in the statutes.
1 Only shareholders have the right to vote. Each shareholder shall have at least one vote. The Statutes may provide that a shareholder shall not be entitled to exercise the right to vote as long as he is in default of a legal or statutory obligation.
2 If the share capital is divided into shares of the same amount, each shareholder shall cast as many votes as he has shares.
3 If the share capital is divided into shares of different amounts, the number of votes of each shareholder is equal to the number of times, that the amount of the smallest share is included in the combined amount of its shares. shares; portions of votes are neglected.
4 However, the number of votes in the statutes may be restricted by the same shareholder, provided that shareholders whose shares are equal to shares cast the same number of votes and limit the limit for holders of a larger amount. to shares not more favourable than for the holders of a smaller amount of shares.
From the second and third paragraphs, the statutes may be derogated from by any other means provided that the same shareholder does not receive more than six votes if the share capital is divided into one hundred or more than one shareholder. shares, and no more than three votes if the capital is divided into less than a hundred shares.
6 Shares constituting the amount of a share shall be deemed to be equivalent to a share.
7 For a share belonging to the company or its subsidiary, no vote may be cast in the general meeting, nor for a share of which one of them holds the certificates. However, fruit users and pandas of shares belonging to the company and its subsidiaries have not been excluded from their right to vote if the usufruct or liens were established before the share of the company or It belonged to a subsidiary. The company or its subsidiary may not vote for a share to which it has a right of usufruct or a pledge.
1 Where shares have been issued with the cooperation of the Company which are admitted to trading on a regulated market or a multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State, the holder of the certificates shall, at his request, be authorised to vote, excluding the person of the power, the right to vote tied to the relevant share or to exercise the relevant shares in a general meeting indicated in the power of power. A certificate holder so authorised may exercise the right to vote at its discretion. The Articles 88 (4) and 89 (4) are not applicable.
2 The voting entitled may only restrict the power of power, exclude or revoke a given proxy if:
a. A public bid has been announced or released on shares in the company ' s capital or on certificates or the justified expectation that will be made to do so, without agreement on the offer. company;
(b) a holder of certificates or multiple holders of certificates and shares, under a mutual arrangement, whether or not to provide or do together with subsidiaries, together with subsidiaries, at least 25% of the subscribed capital of the company provide; or
(c) in the judgment of the voting rights holder's exercise of voting rights is substantially contrary to the interests of the company and its associated undertaking.
The voting entitled shall give the reasons for the decision to restrict, revoke or revoke shall be notified to the certifying holders and to other shareholders.
3 The power to restrict, exclusion or revocation does not exist if the voting rights have legal personality and the majority of votes in the management of the legal person may be cast by
a. directors or former directors and commissioners or former commissioners of the company or its group companies;
b. natural persons employed by the company or its group companies;
c. Fixed advisers of the company or its group companies.
4 When deciding on the limitation, exclusion or revocation of the power of attorney and the decision on the manner in which the right to vote is exercised, the persons referred to in paragraph 3 may not vote.
1 The general meeting may empower the board for a period of up to five years to determine the convening of a general meeting which for the purposes of Article 117 paragraphs 1 and 2 and Article 117a 1 and 4 to have a voice or a meeting entitled to apply those rights to the day of registration referred to in paragraph 2 and registered as such in a register designated by the Board, irrespective of who, at the time of the General Assembly, the right holders are on the shares or certificates. The authorisation may also be granted for an indefinite period of time in the statutes. If shares of the company or with the cooperation of the company are issued, licences shall be admitted to trading on a regulated market as referred to in Article 1 (1) of the Treaty. Article 1: 1 of the Law on Financial Supervision , for the purposes of applying Article 117 (1) and (2) and Article 117a (1) and (4), they shall apply as a vote or meeting person who shall, on the date referred to in paragraph 2, have those rights and are registered as such in a Member State of the the designated register of directors, irrespective of who, at the time of the general meeting, the rightholders are on the shares or certificates.
2 The day of registration is the twenty-eighth day for that of the meeting.
3 At the notice of the meeting, the day of registration shall be given, as well as the manner in which the vote or meeting members may register and the manner in which they can exercise their rights.
4 If the convocation of the General Assembly takes place under the application of a provision in the Statutes as referred to in Article 115 (3) , paragraphs 1 and 2 shall not apply. For the application of Article 117 paragraphs 1 and 2 and Article 117a 1 and 4 have a vote or a meeting entitled to apply those rights to a day of registration to be defined in the Statute and which are registered as such in a register designated by the Board, regardless of who at the time of the general The holders of the shares or certificates are the holders of the rights.
1 Any decision on which no larger majority is required by law or by the Statute shall be taken by an absolute majority of the votes cast. If the vote on the election of persons, then the fate, the votes in a different vote, the proposal was rejected, the proposal was rejected, to the extent that the law or the statutes did not specify a different solution. This solution may consist in the addition of the decision to a third party.
2 Unless otherwise provided by law or articles of association, the validity of acts does not depend on the part of the capital represented at the meeting.
3 Where the statutes provide that the validity of a decision is dependent on the part of the capital represented at the meeting and that part was not represented at the meeting, unless otherwise provided by the Statute, a a new meeting shall be convened which shall be able to take the decision independently of the part of the capital represented at this meeting. At the time of the summons to the new meeting, it must be stated that, and why a decision may be taken, independently of the part of the capital represented at the meeting.
4 The management of the company shall record the decisions taken. The notes shall be at the registered office of the company to inspect the shareholders and the holders of the certificates of its shares issued with the cooperation of the company. Copies or extracts of such endorsements shall be made available to each of them at the highest cost of production.
5 Without prejudice to the provisions of paragraph 4, the company whose shares or certificates of interest issued with the cooperation of the company are admitted to trading on a regulated market as referred to in paragraph 4 shall be Article 1: 1 of the Law on Financial Supervision for each decision taken:
a. the number of shares for which valid votes have been cast;
(b) the percentage representing the number of shares referred to in (a) in the subscribed capital;
c. the total number of valid votes cast;
d. the number of votes cast for and against the decision, as well as the number of abstentions.
1 The general assembly is empowered to amend the Statutes; to the extent that the Statute has the power to exclude the power to amend it, it is nevertheless possible to amend unanimously in a meeting in which the subscribed capital is fully subscribed. represented.
2 A provision in the statutes, which restricts the power to amend one or more of the provisions of the Statute, may be amended only with a view to ensuring a level playing field.
3 A provision in the statutes, which excludes the power to amend one or more other provisions, may be amended only by general votes in a meeting in which the entire subscribed capital is represented.
1 The decision to increase the amount of the shares and the share capital according to Article 67a shall be taken by an absolute majority of votes. The decision to reduce the amount of shares and of the registered capital shall be taken by a majority of at least two-thirds of the votes cast if less than half of the subscribed capital is represented. Where there are different types of shares, in addition to the decision to increase or reduce the number of shares, it is necessary to adopt a prior or simultaneous decision of any group of holders of shares to which the conversion is to be undermined.
2 For the purposes of applying this provision, shares of a particular type also include shares with a different nominal value.
Amendment of a provision of the statutes to which a person other than shareholders of the company has been granted such a right may, if the person concerned does not consent, do not adversely affect his or her right, unless at the time of the entry in which the amendment is of the granting of the right was expressly reserved for the amendment to that provision.
1 Where a proposal for the amendment of the Statutes is to be made to the General Assembly, it shall always be mentioned at the general meeting of the European Parliament.
2 Those who have taken up such summons must, at the same time, deposit a copy of that proposal in which the proposed amendment is written, at the premises of the company, for inspection by each shareholder until the end of the period of the meeting. Article 114 (2) shall apply mutatis mutandis.
3 The shareholders must be given the opportunity to obtain a copy of the proposal, as referred to in the preceding paragraph, from the day of deposit until that general meeting. These copies shall be provided free of charge.
4 As provided for in this Article with respect to shareholders, the shares shall apply mutatis mutandis to holders of certificates of shares issued with the cooperation of the company.
1 Of a change in the statutes shall be made, under penalty of nullity, a notarial deed. The deed becomes a history of the Dutch language.
2 That act may exist in a notarial record of the General Assembly, in which the amendment is adopted, or in a later past notarial deed. The Board shall have the power to make the deed devoid of any kind, even if it is authorized by the General Assembly.
3 If the social capital is changed, the instrument shall indicate which part has been placed.
The directors shall be obliged to deposit an authentic copy of the amendment and the amended statutes at the premises of the Commercial Register.
During the bankruptcy of a public limited company, no amendment may be made in its articles of association than with the permission of the liquidator.
1 Statutes may stipulate that shareholders ' decisions may be made by other means than at a meeting, unless shares are issued to bearer or, with the company's cooperation, certificates of shares. If the statutes contain such an arrangement, such a decision shall be possible only by a general vote of the voting shareholders. Votes shall be cast in writing.
2 Unless otherwise provided by the Statutes, the votes may also be cast by electronic means.
1 Subject to restrictions in accordance with the Statute, the Board shall be responsible for the management of the company.
2 The statutes may provide that a director designated in particular or in office shall be awarded more than one vote. A driver may not cast more votes than the other directors taken together.
3 Decisions of the Steering Board may be subject, by or under the Statute, only to the approval of a body of the company.
4 Statutes may provide that the Board shall act in accordance with the instructions of a body of the company which shall refer to the general lines of the policy to be implemented in accordance with the rules laid down in the Statute.
5 In carrying out their task, the directors shall focus on the interests of the company and the company connected to it.
6 A driver shall not take part in the deliberations and decision making if he has a direct or indirect personal interest in this regard, which is contrary to the interest referred to in paragraph 5. If such a decision cannot be taken, the decision shall be taken by the board of directors. In the absence of a supervisory board, the decision shall be taken by the general meeting, unless otherwise provided for by the statutes.
1 Statutes may provide that the administrative tasks shall be distributed among one or more non-executive directors and one or more executive directors. The task of monitoring the performance of drivers by drivers cannot be taken from non-executive directors by a division of tasks. The chairmanship of management, nominations for the appointment of a driver and the setting of the remuneration of executive directors may not be assigned to an executive director. Non-executive directors are natural persons.
2 The executive directors shall not take part in the deliberations and decisions on the setting of the remuneration of executive directors.
3 In the case of or under the statutes, it may be stipulated that one or more directors may decide on matters which belong to his or her mission. Provision under the statutes shall be made in writing.
1 The board of directors shall represent the company, as long as the law does not otherwise result.
2 The power of representation shall be delegated to each driver. However, the statutes may provide that they shall only be assigned to one or more directors except to the Steering Board. They may also provide that a driver may represent the company only with the cooperation of one or more others.
3 Competence to represent representation of the Board or to a director is unlimited and unconditional to the extent that the law does not otherwise result. A legally permissible or prescribed restriction on, or condition for, the representation of the company may be relied on only by the company.
4 The statutes may also confer powers of representation on persons other than directors.
The court, within whose jurisdiction the company is domicile, shall take note of all legal proceedings relating to the contract between the public limitedcompany and the director, including the claim provided for in the case of a company. Article 138 of this Book, the amount of which is undetermined or exceeds € 25,000. The same court shall take notice of requests as referred to in Article 685 of Book 7 on the agreement referred to in the first sentence. Cases, which are referred to in the first and second sentences, shall not be dealt with and shall be decided by the court of cantonal courts.
1 The appointment of directors shall be made for the first time by the instrument of establishment and later by the General Assembly. If a company gives application to Article 129a the general meeting or a director shall be appointed to the executive director of the non-executive director. The foregoing two sentences shall not apply if appointed according to Article 162 shall be effected by the supervisory board.
2 Statutes may limit the circle of persons to be appointed by making requirements to which the directors must comply. The requirements may be set aside by a decision of the general meeting taken with two thirds of the votes cast representing more than half of the subscribed capital.
3 If any of the shares or certificates issued by a company are admitted to trading on a regulated market or a multilateral trading facility, as referred to in Article 3 (1) of the Article 1: 1 of the Law on Financial Supervision , or to a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State, the legal relationship between a driver and the company is not to be regarded as an employment contract.
1 To the driver of a company not subject to at least two of the requirements laid down in two successive balance-sheet dates, without interruption subsequently on two consecutive balance sheet dates Article 397 paragraphs 1 and 2 cannot be appointed:
(a) persons who are Commissioner or non-executive director of more than two legal persons;
(b) persons who are chairman of the (supervisory) board of a legal person or of the management of a legal person if the administrative tasks are distributed between executive and non-executive directors.
2 For the purposes of this Article:
(a) shall be treated as a member of a supervisory body established by, or under the statutes of, a legal person;
(b) the appointment of several legal entities together in a group as one to be appointed;
(c) The reference to legal persons is the legal form of the public limited liability company and the limited liability company which is not subject to two consecutive balance sheet dates, without interruption on two consecutive balance-sheet dates, Has met at least two of the requirements as specified in Article 397 paragraphs 1 and 2 , the foundation as referred to in the Article 297a (1) ;
d. shall be assimilated to the executive director within the meaning of the chapeau of paragraph 1, if the administrative tasks are distributed between executive and non-executive directors;
e. shall be a temporary appointment in accordance with Article 349a (2) or Article 356 (c) not as appointment;
f. becomes the appointment of a member of the supervisory board or not executive director to a fund as referred to in the general measure of governance on the basis of Article 106a of the Pensions Act and Article 110a of the compulsory occupational pension scheme Act counting in accordance with the standards in this general measure of administration.
3 The invalidity of the appointment on the basis of the preceding paragraphs does not affect the legal validity of the decision-making to which it participated.
1 The statutes may provide for the appointment to be made by the general meeting of a proposal.
2 However, the general meeting may always deprive a proposal of the binding nature of a decision by two thirds of the votes cast, representing more than half of the subscribed capital.
3 If the nomination contains one candidate for a place to be filled, a decision on the nomination shall have the effect of appointing the candidate, unless it is not binding on the nomination.
4 The previous paragraphs shall not apply where the appointment is made by the supervisory board.
1 Any driver may be suspended at any time and dismissed by the person empowered to appoint him. Is execution given to Article 129a , then, the board is competent to suspend an executive director at any time.
2 Where the statutes provide that the suspension or dismissal decision may be taken only by an enhanced majority in a general meeting, in which a certain part of the capital is represented, it may be strengthened; majority of two third parties of the votes cast, representing more than half of the capital, do not exceed the amount of the votes.
3 A conviction for the restoration of the contract of employment between public limited liability company and director cannot be pronounced by the court.
4 The statutes shall lay down rules on the arrangements for the provisional administration of the company in the event of the absence or obstacle to the use of directors. The Statutes may lay down those rules in the event of the absence or failure of one or more directors.
1 If under legal provisions the company has established a works council, the proposal for appointment, suspension or dismissal of a director shall not be offered to the general meeting, than after the Works Council has been in good time for the date of summons as referred to in Article 114 has been given an opportunity to adopt a position on this subject. The position of the works council shall be offered at the same time as the proposal for the appointment, suspension or dismissal to the general meeting. The chairman or a member of the works council appointed by him may explain the position of the works council in the general meeting. The absence of that position does not affect the decision-making on the proposal for the appointment, suspension or dismissal.
2 For the purposes of paragraph 1, the works council shall include the works council of the undertaking of a subsidiary, provided that the employees employed by the company and group companies do not have a majority within the Netherlands are active. If there is more than one works council, the powers of such councils shall be exercised jointly. If a central works council is set up for the undertaking or undertakings concerned, the power shall be conferred on the central works council.
1 The company shall have a policy in the field of remuneration of the Board. The policy shall be determined by the general meeting. The remuneration policy shall include at least the Article 383c to e as far as they are concerned, the management shall be covered by the relevant issues.
2 If the company has set up a Works Council under statutory provisions, the proposal to adopt the remuneration policy shall not be offered to the general meeting, than after the Works Council has been in due time before the date Of summons as intended Article 114 has been given an opportunity to adopt a position on this subject. The position of the works council shall be submitted to the general meeting at the same time as the proposal for the adoption of the remuneration policy. The chairman or a member of the works council appointed by him may explain the position of the works council in the general meeting. The lack of that position does not affect decision-making on the remuneration policy.
3 For the purposes of paragraph 2, the works council shall include the works council of the undertaking of a subsidiary, provided that the employees employed by the company and group companies do not have a majority within the Netherlands are active. If there is more than one works council, the powers of such councils shall be exercised jointly. If a central works council is set up for the undertaking or undertakings concerned, the power shall be conferred on the central works council.
4 The salary of directors shall be determined by the general meeting in accordance with the policy referred to in paragraph 1, unless the statutes designate another body.
5 Where the statutes provide for a body other than the general meeting to determine the remuneration, that institution shall submit a proposal for the approval of shares or rights to the taking of shares, if the latter institution is to pay the salary. general meeting. The proposal shall specify at least the number of shares or rights to be allocated to the Board and the criteria for granting or amending it. The absence of approval of the general meeting shall not affect the power of representation of the body.
5a If, in the case of a company, Article 383b , the establishment of the financial statements as the subject is mentioned in the summons, intended to be published in the Article 114 (1) , the declarations made by the company are intended to be used in the Articles 383c to e , jointly listed as separate subject to the declaration, prior to the adoption of the annual accounts.
6 The institution referred to in paragraph 4 shall be empowered to adjust the height of a bonus to an appropriate height where payment of the bonus by criteria of reasonableness and fairness would be unacceptable. For the purposes of this Article, a bonus shall mean the non-fixed part of the remuneration which is subject, in whole or in part, to the attainment of certain objectives or to the occurrence of certain provisions of a certain kind. Circumstances.
7 If shares of the company or with the cooperation of the company are issued, shares of which are admitted to trading on a regulated market as referred to in Article 1: 1 of the Law on Financial Supervision and a public offer on the shares or certificates thereof has been announced as intended Article 5 of the Decision Public bids Wft , the company shall determine for each director individually whether the shares, certificates or rights to take or obtain shares in the company's capital, which have been granted as remuneration, have increased in value. To that end, their value is determined:
1. four weeks prior to the day on which the public bid is announced, after exchange,
2. four weeks after the termination of the public bid, after exchange,
3. the day when the driver is alienating his shares, certificates or rights or the day when his appointment ends, after exchange.
If the value on the day of disposal or termination of the appointment is higher than the value four weeks before the day on which the public bid is announced, this value increase shall be deducted from the salary of the driver, up to a maximum value increase between the value four weeks after the termination of the public bid and the value of four weeks for the day on which the public bid is announced. In the event that the company is acting as intended part a, b, or c of Article 107a (1) to submit to the approval of the general assembly, the previous sentences shall apply mutatis mutandis, except that the valuation looks at the value that the shares, certificates or rights had four weeks prior to the day on which the general meeting was this decision shall be submitted respectively four weeks after the adoption of this Decision. In case the company announces a proposal for merger or division as intended Article 314 (3) , 333rd paragraph 1 or 334h paragraph 3 If the driver shares his shares or his appointment is terminated before the merger or division takes effect, the previous sentences shall apply mutatis mutandis, except that the value fixing shall be based on the value of the value of the Shares, certificates or rights had four weeks prior to the announcement of the proposal four weeks after the decision to merge or split the day before the day before the merger or split takes effect. if this day is earlier.
8 The company is empowered to recover a bonus, in whole or in part, to the extent that the benefit has been made on the basis of incorrect information on the achievement of the objectives underlying the bonus or on the circumstances The bonus of which was made dependent. The claim may also be brought on behalf of the company by the supervisory board, the non-executive directors if application is given to Article 129a , or by a special representative appointed by the General Assembly. Section 2 of Title 4 of Book 6 shall apply mutatis mutandis.
Save as otherwise provided for in the Statute, the Steering Board shall not, without a request for a general meeting, make a declaration of bankruptcy of the public limited liability company.
1 Legal acts of the company against the holder of all shares in the capital of the company or to a member of a marriage community or a community of a registered partnership to which all shares in the company are registered in the capital of the company. The company is part of the company, the company being represented by that shareholder or by one of the members, is recorded in writing. For the purposes of the preceding sentence, shares shall be held either by the company or by its subsidiaries. If the first sentence has not been complied with, the legal act may be destroyed for the benefit of the company.
2 Paragraph 1 shall not apply to legal acts covered by the conditions laid down in the ordinary business operation of the company.
1 In the event of the bankruptcy of the public limited liability company, each driver shall be liable to the assets jointly and severally in respect of the amount of the debts, in so far as they cannot be settled by the liquidation of the other benefits, if the management its task is manifestly inadequately fulfilled and it is plausible that this is a major cause of the bankruptcy.
2 If the Board has failed to fulfil its obligations under the Articles 10 or 394 , it has inadequately fulfilled its task and it is suspected that improper task execution is a major cause of the bankruptcy. The same applies if the company is fully liable to a company under firm or limited partnership and is not subject to the obligations arising out of the liability of the company. Article 15i of Book 3 . An unimportant default is not taken into account.
3 It is not liable to the driver who proves that the lack of due task by the Board is not due to him and that he has not been negligent in taking measures to avert the consequences thereof.
4 The court may reduce the amount for which the directors are liable if it is excessive, having regard to the nature and seriousness of the improper performance by the Board, the other causes of the bankruptcy, and the the way in which this is settled. The judge may also reduce the amount of liability of a separate driver if it is excessive, having regard to the time during which the driver as such has been employed as such in the period during which the driver is indecent job fulfillment took place.
5 If the size of the deficit is not yet known, the court may, with or without the application of paragraph 4, determine that the shortfall to pay for which he condemns the directors is drawn up in accordance with the provisions of the sixth title of the second book of the Code of Civil Procedure .
6 The claim may be imposed only on the basis of improper performance in the three-year period preceding the bankruptcy. A discharge granted to the driver shall not be in the way of setting the claim.
7 A driver shall be treated, for the purposes of this Article, to the person who has determined or contributed to the policy of the company, as if he were a driver. The claim may not be brought against the director appointed by the judge.
8 This Article shall be without prejudice to the competence of the liquidator to set up a claim under the contract with the director or on the basis of Article 9 .
9 If a driver is liable under this Article and is not in a position to pay his or her fault, the administrator may carry out the legal acts which that administrator may have carried out, making the possibility of the story possible reduced, for the benefit of the estate, by an extrajudicial declaration, if it is likely that all or almost all of them have been carried out with the aim of reducing that story. Article 45 paragraphs 4 and 5 of Book 3 shall apply mutatis mutandis.
10 If the estate is insufficient for the establishment of a legal claim under this Article or Article 9 In order to carry out a preliminary examination of the possibility to do so, the administrator may ask our Minister of Justice to provide him with the necessary funds by way of an advance payment. Our Minister may lay down rules for assessing the validity of the request and the limits within which the application may be allocated. The request must include the grounds on which it is based, and a reasoned estimate of the costs and scope of the investigation. The request, in so far as it concerns the setting up of a preliminary examination, is subject to the approval of the Judge Commissioner.
If, by means of an interim report, published by the company or by the management report, by the accounts, a misleading representation of the situation of the company, directors shall be jointly and severally against third parties. liable for the damage, as a result, as a result. The driver who proves that this is not due to him is not liable.
1 Unless application is given to Article 129a the statutes may stipulate that there will be a Board of Commissioners. The Board consists of one or more natural persons.
2 The Supervisory Board shall have the task of monitoring the policy of the Board and of the general conduct of the company and of its affiliated undertaking. He's on board with counsel on the side. In the performance of their task, the Commissioners shall focus on the interests of the company and of the company connected to it.
3 Statutes may contain additional provisions on the task and powers of the Board and of its members.
4 The statutes may provide that a Commissioner designated in particular or in office shall be given more than one vote. A Commissioner is unable to vote more than the other Commissioners together.
5 A Commissioner shall not take part in the deliberations and decision-making if he has a direct or indirect personal interest in this matter which is contrary to the interests referred to in paragraph 2. the decision shall be taken by the general meeting, unless otherwise provided for by the Statutes.
1 The Management Board shall provide the supervisory board in good time with the necessary information for the performance of the task of the supervisory board.
2 The Steering Board shall, at least once a year, inform the supervisory board in writing of the main features of the strategic policy, the general and financial risks and the management and control system of the company.
1 The Commissioners who have not already been appointed by the Act of Establishment shall be appointed by the General Assembly. The Statutes may limit the circle of persons to be appointed by making requirements to which the Commissioners must comply. The requirements may be set aside by a decision of the general meeting taken with two thirds of the votes cast representing more than half of the subscribed capital.
2 The first two members of Article 133 shall be applicable, mutatis mutandis, unless the members of the supervisory board are appointed in accordance with Article 158 or application is given to Article 164a .
3 In the case of a recommendation or a proposal for the appointment of a Commissioner, the candidate shall be informed of his age, his action, the amount of shares held by him in the capital of the company and the relations he holds or which he/she holds, have taken up, in so far as they are relevant in relation to the performance of the task of a Commissioner. It shall also indicate to which legal persons he is already connected as a Commissioner; where there are legal persons belonging to the same group, the name of the group may be sufficient. The reasons for the recommendation and the nomination or re-appointment shall be justified. Reappointment takes into account the manner in which the candidate has fulfilled his task as Commissioner.
1 To the Commissioner of a company not subject to at least two of the requirements laid down in two successive balance-sheet dates, without interruption at two consecutive balance sheet dates. Article 397 paragraphs 1 and 2 cannot be appointed: persons who are Commissioner or non-executive director of five or more other legal entities. The chairmanship of the supervisory board or board, if the administrative tasks are divided between executive and non-executive directors, shall count double.
2 For the purposes of this Article:
(a) shall be treated as a member of a supervisory body established by, or under the statutes of, a legal person;
(b) the appointment of several legal entities together in a group as one to be appointed;
(c) The reference to legal persons is the legal form of the public limited liability company and the limited liability company which is not subject to two consecutive balance sheet dates, without interruption on two consecutive balance-sheet dates, Has met at least two of the requirements as specified in Article 397 paragraphs 1 and 2 , the foundation as referred to in the Article 297a (1) ;
d. shall be assimilated to the non-executive director within the meaning of the chapeau of paragraph 1, if the administrative tasks are distributed between executive and non-executive directors;
e. shall be a temporary appointment in accordance with Article 349a (2) or Article 356 (c) not as appointment;
f. becomes the appointment of a member of the supervisory board or not executive director to a fund as referred to in the general measure of governance on the basis of Article 106a of the Pensions Act and Article 110a of the compulsory occupational pension scheme Act counting in accordance with the standards in this general measure of administration.
3 The invalidity of the appointment on the basis of the preceding paragraphs does not affect the legal validity of the decision-making to which it participated.
The statutes may stipulate that one or more of the Commissioners, but not more than one third of the whole number, shall be appointed by others than the general meeting. Is the appointment of Commissioners settled in accordance with the Articles 158 and 159 of this Book, then the previous sentence does not find application.
1 A Commissioner may be suspended and dismissed by the person who is competent to appoint unless Article 161 paragraphs 2 and 3 or Article 161a of this Book shall apply.
2 The Second and third paragraph of Article 134 of this Book shall apply mutatis mutandis.
1 If under legal provisions the company has established a works council, the proposal to appoint, suspend or resign from a Commissioner shall not be offered to the general meeting, than after the Works Council has been in good time for the date of summons as intended in Article 114 has been given an opportunity to adopt a position on this subject. The position of the works council shall be offered at the same time as the proposal for the appointment, suspension or dismissal to the general meeting. The chairman or a member of the works council appointed by him may explain the position of the works council in the general meeting. The absence of that position does not affect the decision-making on the proposal for the appointment, suspension or dismissal.
2 For the purposes of paragraph 1, the works council shall include the works council of the undertaking of a subsidiary, provided that the employees employed by the company and group companies do not have a majority within the Netherlands are active. If there is more than one works council, the powers of such councils shall be exercised jointly. If a central works council is set up for the undertaking or undertakings concerned, the power shall be conferred on the central works council.
The general meeting may give the Commissioners a salary.
1 Unless otherwise provided for in the Statute, the Supervisory Board shall have the power to suspend any director at any time.
2 The suspension may be lifted at any time by the general meeting, unless the authority to appoint directors rests with the Board of Commissioners.
The provisions of the Articles 9 , 131 and 138 shall apply mutatis mutandis to the performance of the task of the supervisory board.
If the accounts give a misleading representation of the situation of the company, the Commissioners shall be jointly and severally liable, in addition to the directors, to third parties for the damage caused by them. The Commissioner, who proves that this is not due to a failure on the part of the Commission, is not liable.
1 Allen, commissioners or others, who, without being part of the board of public limited liability, acts by virtue of any provision of statutes or by decision of the general assembly, for some time or under certain circumstances. in respect of their rights and obligations vis--vis the company and third parties, they shall be considered to be directors.
2 The adoption of certain administrative acts or the authorisation to that end shall not apply to the execution of actions of administrative action.
For the purposes of this section, a dependent company means:
(a) a legal person to which the public limited liability company or one or more dependent companies supply at least half of the subscribed capital alone or together on their own account;
b. a company whose business is registered in the Commercial Register and for which a public limited liability company or a dependent company as a vennote to third parties is fully liable for all debts.
1 A public limited liability company, if the following paragraph applies to it, must, within two months of the adoption of its financial statements by the general meeting at the margins of the trade register, make a statement that it is meets the conditions laid down. Until Article 154 (3) of this Book Application has been found, mentions the board in each subsequent executive report when the option is done; is the option passed, then it is reported in the first board report which is published after the date of that deletion. was released.
2 The obligation to act shall be subject to the following conditions:
(a) the subscribed capital of the company, together with the reserves according to the notes on the accounts, is at least a limit fixed by Royal Decree;
b. the Company or a Dependent Society has established a Works Council under legal obligation; and
(c) at least one hundred employees of the company and its dependent companies are employed in the Netherlands.
3 The obligation to do so shall not apply to:
a. A company which is a dependent company of a legal person to whom the Articles 63f to 63j , the Articles 158 to 161 and 164 or the Articles 268 to 271 and 274 apply, a company which is a dependent company of a European public limited company within the meaning of Regulation (EC) No 2157/2001 (Pb L 294), the statutes of which stipulate that the Articles 158 (1) to (12) , 159 , 161 , 161a and 164 apply mutatis mutandis, or a company which is a dependent company of a European Cooperative Society within the meaning of Regulation (EC) No 1435/2003 (PbEU L 207), the statutes of which stipulate that the Articles 158 (1) to (12) , 159 , 161a and 164 apply mutatis mutandis, and that the dismissal of members of the supervisory organ shall be made by the general assembly referred to in Article 52 of the Regulation representing an absolute majority of the votes cast. at least one third of the total number of voting rights under the Statute,
(b) a company whose activity is limited to, or substantially limited to, the management and financing of group companies, and of its and their holdings in other legal entities, provided that the employees are employed by the company and group companies are employed by a majority outside the Netherlands,
(c) a company which is exclusively or almost exclusively to a company referred to under (b) or in Article 263 (3) (b) , and provide management and financing services to the group companies and legal persons referred to in those provisions, and
(d) a company in which at least half of the subscribed capital is involved in cooperation between two or more legal persons subject to cooperation between the parties concerned and the Articles 63f to 63j , the Articles 158 to 161 and 164 or the Articles 268 to 271 and 274 apply or are dependent society of such a legal person.
4. The limit referred to in paragraph 2 of paragraph 2 shall be increased or reduced once more than once in the two years, proportional to the development of a price index to be indicated by a general measure of management since the date of such a measure the date of the date; it shall be rounded up to the nearest multiple of one million euro. The amount shall not be re-established for as long as the amount unrounded differs by less than EUR 1 million from the last amount determined.
5 Under the subscribed capital with the reserves, paragraph 2 (a) includes the joint and outstanding contribution of shareholders in the form of a lender of dependent companies which are limited partnerships, as far as possible. This does not lead to double counting.
1 The Articles 158-164 of this Book shall apply to a company which has been registered for a period of three years without interruption in respect of a subsidiary referred to in the previous Article; this period shall be deemed not to have been interrupted, if a cancellation of the option, which took place during that period of time, has been reversed.
2 The deletion of the tender on the ground that the company no longer fulfils the conditions laid down in the second paragraph of the previous article, does the application of the procedure Articles 158-164 of this Book shall end only if three years after the date of removal have elapsed and the company has not been obliged to do so again during that period.
3 The Company shall bring its Articles of Association in accordance with the Articles 158-164 for the purposes of its application, at the latest from the day on which those articles become applicable to it pursuant to paragraph 1.
4 At the next meeting after the company to which the Articles 158 to 164 or 158 to 161 and 164 apply to comply with the conditions specified in the Articles 153 (3) , 154 (2) , 155 or 155a , the board at the general assembly does the proposal in the bylaws governing the manner of appointment and dismissal of commissioners and the task and powers of the board of directors without application of the Articles 158 to 164 Respectively Articles 158 to 161 and 164 , or the proposal, either whole or with the exception of: Article 162 continue to be applied. The decision shall be taken by an absolute majority of votes. The power of the General Assembly to take a decision to implement this Article cannot be limited.
5 At the latest 12 months after the decision referred to in paragraph 4 has been taken, the Steering Board shall submit to the General Assembly a proposal for the amendment of the Statutes. If the general meeting does not take a decision to amend the statutes, the office of the Court of Justice of the Court of Justice shall adopt the statutes at the request of the person empowered to do so by the following paragraph. The last two sentences of paragraph 4 shall apply mutatis mutandis.
6 A request for the adoption of the Statutes may be made by a duly appointed representative of the Board or of the Supervisory Board and by the person entitled to agenda as a result of the application of the Article 114a .
7 The office of office shall, if necessary, regulate the effects of the decision it has taken. The Registrar of the Works Chamber shall deposit a copy of the business office at the premises of the Commercial Register.
1 By way of derogation from Article 154 - Article 162 not for a company in which a holding for at least half of the subscribed capital is held:
a. by a legal person whose employees are employed by a majority outside the Netherlands or by dependent companies thereof
(b) by mutual arrangement for cooperation by a number of such legal persons or companies; or
(c) by mutual arrangement for cooperation by one or more of such legal persons and one or more legal persons for which Article 153 (3) (a) or Article 263 (3) (a) Or where the Articles 63f to 63j , the Articles 158 to 161 and 164 or the Articles 268 to 271 and 274 apply.
2 The exception referred to in the preceding paragraph shall not apply, however, if the employees are employed by a majority in the Netherlands, together with those employed by the legal person or legal persons.
3 For the purposes of this Article, employees shall be employed by a legal person, including the employees employed by group companies.
1 By way of derogation from Article 154 - Article 162 Not for a company in which:
(a) to provide or to provide the entire subscribed capital, or to provide or do two or more natural persons, under a mutual arrangement, to provide or do the whole of the subscribed capital;
b. a foundation, an association or a legal person as referred to in Article 1 to provide, or to provide, the entire subscribed capital, or to provide, for its own account, the entire subscribed capital for its own account, or to provide two or more of such legal persons, in accordance with a mutual arrangement between them.
2 The natural person referred to in paragraph 1 shall be treated in the same way as the spouse or the registered partner. Similarly, the blood relatives shall be treated in a straight line, provided that they have entered into a cooperation between them within six months of the death of the natural person.
The Minister of Justice may, after hearing the Social-Economic Council, waive one or more of the members of a company, at the request of a company. Articles 158-164 of this Book; the waiver may be subject to restrictions, and rules may be attached thereto; it may also be amended and repealed.
1 A company for which Article 154 of this Book cannot, by its Statute, govern the manner of appointment and dismissal of Commissioners and the task and powers of the Supervisory Board in accordance with Articles 158-164 of this Book if she or a dependent society has set up a Works Council on which Law on Works Councils apply. She may be Article 162 no longer apply. The rules referred to in this paragraph shall cease to be subject to the rules of association as soon as the works council ceases to exist or no longer apply to the works council. Law on Works Councils apply.
2 A company for which Article 155 or 155a the power of appointment and dismissal of directors may be regulated in accordance with Article 162 .
1 The company shall have a board of directors.
2 The Supervisory Board shall consist of at least three members. If the number of Commissioners is less than three, the Council shall immediately take measures to supplement its membership.
3 The supervisory board shall draw up a profile for its size and composition, taking into account the nature of the undertaking, its activities and the necessary expertise and background of the Commissioners. The Council shall examine the profile for the first time in its adoption and thereafter at any change in the general meeting and with the works council.
Subject to paragraph 9, the Commissioners shall be appointed by the General Assembly, on a proposal from the Supervisory Board, to the extent that the appointment has not already been made by the instrument of establishment or before the said Article has been made on the company has become applicable. The board of directors shall make the nomination known simultaneously to the general assembly and to the works council. The nomination shall state the reasons for its decision. Without prejudice to: Article 160 the statutes may not restrict the circle of persons who are eligible. Nominations shall not be submitted to the general meeting other than after the Works Council is due in due time before the date of summons as referred to in Article 4 (1). Article 114 has been given an opportunity to adopt a position on this subject. The chairman or a member of the works council appointed by him may explain the position of the works council in the general meeting. The lack of that position does not affect the decision-making process on the proposal for appointment.
5 The General Assembly and the Works Council may recommend to the supervisory board any person to be nominated as commissioner. The Council shall notify them in good time when, as a result of which, and in accordance with which profile, a place must be taken in the middle of the situation. If, for the place, the reinforced right of recommendation referred to in paragraph 6 applies, the Supervisory Board shall also inform it thereof.
6 For one-third of the members of the supervisory board, the supervisory board places a person recommended by the works council on the nomination unless the board of directors objects to the recommendation. The recommended person is expected to be unfit for the performance of the task of the Commissioner, or that the supervisory board will not be properly constituted under the recommendation as recommended. If the number of the members of the Supervisory Board is not three, the next less than three shall be taken into account for the purpose of determining the number of members for which this enhanced right of representation is to be determined. Recommendation applies.
7 If the Supervisory Board objects, it shall inform the works council of the objection, giving the reasons for its decision. The Council shall without delay enter into consultation with the Works Council for the purpose of reaching agreement on the nomination. If the Supervisory Board finds that no agreement can be reached, a duly appointed representative of the board shall request the office of the Amsterdam Court of Justice to declare the objection well founded. The application shall not be lodged earlier than after four weeks have elapsed after the commencement of consultation with the works council. The supervisory board shall place the recommended person upon nomination if the company's office declares the objection unfounded. If the company's office declares its objection, the Works Council may make a new recommendation in accordance with paragraph 6.
8 The business office calls on the works council. No appeal shall be opened against the decision of the office of the office of business. The Enterprise Chamber cannot pronounce a conviction in the costs of the proceedings.
9 The general meeting may, by an absolute majority of the votes cast, represent at least one third of the subscribed capital, reject the nomination. If, by an absolute majority, the shareholders abstain in support of the candidate, but that majority does not represent at least one third of the subscribed capital, a new meeting may be convened in which: the nomination may be rejected by an absolute majority of votes. The Supervisory Board will then make a new nomination. Paragraphs 5 to 8 shall apply. If the general meeting does not appoint the nominee and does not decide on the rejection of the nomination, the supervisory board shall appoint the nominee.
10 The general meeting may delegate to a committee of shareholders the power to which it assigns for a period of time to be determined by it for a period not exceeding two consecutive years; in that context it shall not The Supervisory Board shall communicate to the Commission the communication referred to in paragraph 5. The general meeting can be undone at any time.
11 For the purposes of this Article, the Works Council shall mean the works council of the company or of the undertaking of a dependent company. If there is more than one works council, the powers of this article shall be exercised by those councils separately; if there is a nomination as referred to in paragraph 6, the powers of this paragraph shall be jointly determined by those councils. - Where a central works council is set up for the undertaking or undertakings concerned, the powers of the works council under this Article shall be the responsibility of the central works council.
12 The statutes may derogate from paragraphs 2, 4 to 7 and 9, except that the first two sentences of paragraph 9 may not be waived. The decision to amend the statutes shall require the prior approval of the supervisory board and the agreement of the works council.
1 Lack all Commissioners, other than in the light of the Article 161a The appointment shall be made by the general meeting.
2 The works council may recommend individuals for appointment to the Commissioner. The person convening the general meeting shall inform the works council in good time of the fact that the appointment of the Commissioners will be the subject of discussion in the general assembly, stating whether the appointment of a Commissioner is taking place. in accordance with the right of recommendation of the works council on the basis of Article 158 (6) .
3 The provisions of paragraphs 6, 7, 8, 10 and 11 of the previous Article shall apply mutatis mutandis.
Commissioner may not be:
(a) persons employed by the company;
b. persons employed by a dependent society;
(c) directors and persons employed by an employee organisation which commits to be involved in the establishment of the conditions of employment of the workers A and B persons referred to.
1 A Commissioner will resign, if he has been a Commissioner after his last appointment four years. The term of office may be extended by the statutes until the day of the next general meeting after the expiry of the four years or after the date on which this Article is to be applied to the legal person.
2 The Amsterdam Court of Appeal may dismiss a Commissioner on a request for reasons of neglect of his or her duties, for reasons of other important reasons or of major change in the circumstances under which the Court of Justice Enforcement as Commissioner may not reasonably be required of the company. The request may be submitted by the company, represented by the supervisory board, and by a duly appointed representative of the general assembly or of the works council, as referred to in Article 4 (2). paragraph 11 of Article 158 . paragraphs 10 and 11 of Article 158 shall be applicable mutatis mutandis.
3 A Commissioner may be suspended by the Supervisory Board; the suspension shall be automatic if the company does not request, within one month of the commencement of the suspension, a request as referred to in the previous member of the company's office. submitted.
1 The general meeting may, by an absolute majority of the votes cast, represent at least one third of the subscribed capital, raise confidence in the supervisory board. The decision shall state the reasons for its decision. The decision may not be taken in respect of any of the commissioners appointed by the company's office in accordance with paragraph 3.
2 A decision as referred to in paragraph 1 shall not be taken after the Steering Board has notified the works council of the proposal for the decision and the grounds for this purpose. The notification shall be given at least 30 days before the general meeting in which the proposal is addressed. If the works council adopts a position on the proposal, the board shall inform the supervisory board and the general meeting of this position. The Works Council may comment on its position in the general meeting.
The decision referred to in paragraph 1 shall result in the immediate dismissal of the members of the supervisory board. In this case, the Board of the Court of Justice requests that one or more Commissioners be asked to do so without delay to the Amsterdam Court of Justice. The Enterprise Chamber regulates the consequences of the appointment.
4 The Supervisory Board shall promote the composition of a new Council within a time limit set by the office-room, taking into account: Article 158 .
The supervisory board appoints the directors of the company; this power cannot be restricted by any binding proposal. He shall notify the general meeting of a proposed appointment of a director of the company; he shall not discharge a director after hearing the general meeting on the intended dismissal. The Tenth paragraph of Article 158 shall apply mutatis mutandis.
1 The approval of the supervisory board shall be subject to the decisions of the Steering Board on:
(a) the issue and the acquisition of shares and debt securities of the company or of debt securities from a limited partnership or company under the firm of which the company is fully liable;
b. participation in the issue of certificates of shares;
c. Applications for admission to the documents referred to in (a) and (b) to trading on a regulated market or a multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision whether a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State or the application of a revocation of such authorisation;
(d) the conclusion of, or the conclusion of, the lasting cooperation of the company or a dependent company with another legal person, a company or as a wholly liable partner in a limited partnership or company under the conditions of a firm, where such cooperation or broadening is of major importance to the company;
e. the taking of a holding in the value of at least one quarter of the amount of the subscribed capital with the reserves according to the statement of the company, by its or a dependent company in the capital of a company the other company, and the substantial increase or reduction of such participation;
(f) investments which require an amount equal to at least a fourth part of the subscribed capital and the reserves of the company according to its statement of accounts;
g. a proposal for amendment of the Statutes;
(h) a proposal for the winding-up of the company;
i. declaration of bankruptcy and application for surcharges of payment;
j. termination of the employment contract of a significant number of employees of the company or of a dependent company simultaneously or within a short time frame;
(k) substantial change in the working conditions of a significant number of employees of the company or of a dependent society;
(l) a proposal for a reduction in the subscribed capital.
2 The lack of approval of the supervisory board in a decision as referred to in paragraph 1 shall not affect the powers of representation of the board or directors.
1 By way of derogation from Article 158 (1) can be applied to Article 129a In that case, it is the responsibility of the Commissioners to the Supervisory Board. Article 158 (2) to (12) , 159 , 160 , 161 and 161a applicable, mutatis mutandis, to the non-executive directors of the company.
2 If application is given to Article 129a , the non-executive directors shall appoint the executive directors of the company; this power cannot be restricted by any binding proposal. Article 162, second and third sentences , shall apply mutatis mutandis.
3 Of the application of Article 129a (3) shall be excluded from the decisions of the Board within the meaning of Article 164.
4 If application is given to Article 129a require decisions to be taken within the meaning of Article 164 (1) the approval of the majority of the non-executive directors of the company. The lack of approval shall not affect the powers of representation of the board or directors.
1 This Title shall apply to the Private Limited Liability Company. The private limited liability company shall be a legal person with a capital distributed in one or more transferable shares. The shares have been put on the name. A shareholder is not personally liable for what is done in the name of the company and is not held above the amount which is to be paid in its shares in the company's losses, without prejudice to the provisions of Article 192 . At least one voting share in the general meeting is held by a different one from and different from the account of the company or one of its subsidiaries.
2 The company is set up by one or more persons on a notarial deed. The deed shall be drawn by each founder and by each of them, according to this Act, one or more shares.
The instrument of formation of the company shall be held in the Dutch language. A power of attorney to cooperate with that act must have been granted in writing.
1 The instrument of establishment must contain the statutes of the company. The statutes shall contain the name, the seat and the purpose of the company.
2 The name shall commence or end with the words Private Company with limited liability, written in full, or abbreviated to "B. V.".
3 The seat must be located in the Netherlands.
1 The statutes shall indicate the nominal amount of the shares. If there are shares of different species, the statutes shall indicate the nominal amount of each type. If the Statutes determine that there is a social capital, the amount of such capital shall be stated. The instrument of establishment shall indicate the amount of the subscribed capital and the portion of the subscribed capital. If there are shares of different species, the amounts of the subscribed capital and the paid-up capital shall be broken down by species. The Act also states that each of the shares in which the shares are set up shall be Article 196 (2) (b) (c) particulars of the number and type of shares which it has taken and the amount paid to it.
2 The amount of the social and the subscribed capital and the paid part thereof, as well as the nominal amount of the shares may be denominated in a foreign currency unit. A company formed before 1 January 2002 may indicate the amount of the social capital and the nominal amount of the shares in guilders up to a maximum of two decimal places.
If a company incorporated in the Statute has the amount of the registered capital and the amount of the shares in euro, the amount of the shares subscribed and the paid part thereof shall be calculated in euro according to the amount of the shares in the Article 109l, fourth paragraph of the Treaty on European Union, definitively established on the exchange rate, rounded up to a maximum of two decimal places. The rounded-up amount of each share in euro may not exceed 15% higher or lower than the original amount of the share in guilders. Total amounts of shares in euro referred to in Article 178 is the social capital in euro. The sum of the shares of the shares subscribed and the paid part of the shares in euro shall be the amount of the subscribed capital and the portion of the subscribed capital in euro. The instrument shall indicate the amount of the subscribed capital and the portion of the subscribed capital in euro.
If the company is by way of derogation from Article 178a changes the amount of shares, this amendment needs the approval of each group of shareholders whose rights the amendment affects. If the amendment consists of the right to money or claims, the joint amount may not exceed one tenth of the modified nominal amount of the shares.
1 A company whose statutes list the registered capital and the amount of the shares in guilders may use the equivalent in euro in the form of social security up to two decimal places, provided that the amount of the shares is referred to this Article. This use of the counter-value in euro has no legal effect.
2 Where, after 1 January 2002, a company whose statutes state the amount of the capital and the amount of the shares in guilder, a change to one or more provisions in terms of amounts in guilders is to be amended, the statutes shall convert all amounts to euro or to a foreign currency unit. The Articles 178a and 178b shall apply.
1 The directors are obliged to register the company in the commercial register and make an authentic copy of the instrument of establishment and of the Article 204 to deposit documents at the premises of the trade register.
2 The directors shall be jointly and severally liable, in addition to the company, for any act carried out in their administration which makes the company subject to the period before the date of first entry in the commercial register, accompanied by the copies to be provided, has been done.
1 Where the company is under Article 18 turnover in an association, cooperative, or mutual societies, each shareholder shall become a member, unless he has applied for the compensation as referred to in the second paragraph.
2 After a decision to convert into an association, foundation, cooperative or mutual guarantee company, each shareholder may, including any holder of a voting right or profit without loss, which does not comply with the decision to convert it has agreed, the company will ask for compensation for the loss of its shares. The claim for compensation must be made in writing to the company within one month of being notified to the shareholder that he may request that compensation. The communication shall take place in the same way as the convocation of a general meeting.
3 When the company is a company in a public limited company, any holder of a non-voting, non-profit-making person, which has not accepted the decision to convert, may lodge a request for compensation to the company. The claim for compensation must be made in writing to the company within one month of being notified to the shareholder that he may request that compensation. The communication shall take place in the same way as the convocation of a general meeting. The shares to which the request relates are cancelled at the time when the conversion becomes effective.
4 The proposal for conversion shall indicate the amount of the compensation referred to in the second and third paragraphs, determined by one or more independent experts. The experts shall notify in writing of the valuation that the meeting is to be sent to the meeting to which the transposition is decided. If between parties on the basis of the statutes or an agreement in which the company and the relevant shareholders are parties, provisions on the determination of the value of the shares or the determination of compensation the experts shall inform them of their notification, taking into account that. The appointment of experts may be omitted, if the statutes or an agreement to which the company and the shareholders concerned are parties contain a clear measure of which the indemnity is to be used without further compensation. It may be determined.
5 Article 231 (4) shall not apply in respect of a decision amending the statutes in the context of a conversion of the company into another legal form.
6 When a judicial authorization is required for the conversion as referred to in Article 18 paragraphs 4 and 5 It shall also be refused if the interests of holders of non-voting and profit-free shares in the company are insufficiently unseen.
1 The company shall deposit the decision to convert it to an association, foundation, cooperative or mutual guarantee company at the margins of the commercial register and announce the deposit in a national newspaper.
2 The company must, on the basis of a statement of opposition as referred to in paragraph 3, lodge a security for any creditor seeking it or provide him with another guarantee for the satisfaction of his claim. This shall not apply if the creditor has sufficient assurances or has sufficient certainty that the capital state of the company will be satisfied that the claim will be fulfilled.
3 Within two months of the notice referred to in paragraph 1, any creditor may, by a petition to the Court of Justice against a decision of conversion as referred to in paragraph 1, enter into resistance with the guarantee required.
(4) Before the court decides, he may give the company the opportunity of giving him a security as defined by him within a period prescribed by him. If the conversion has already taken place, he may order the lodging of a deposit and a periodic penalty payment on a legal remedy.
5 A decision to convert as referred to in paragraph 1 shall not take effect for as long as resistance can be made. If an objection has been made in good time, the decision shall first take effect once the opposition has been withdrawn or the removal of the resistance is enforceable. The Act, referred to in Article 18 (2) (c) cannot be past.
1 Where a legal person is under Article 18 turnover in a private company shall be annexed to the instrument of conversion:
(a) if the legal person has members, the written consent of any member whose shares are not paid by conversion of the reserves of the legal person;
b. if a foundation is to be converted, the judicial authority to that effect.
2 When an association, cooperative or mutual societies are established under Article 18 turnover in a private company, each member becomes a shareholder. The conversion cannot be carried out until a member has been able to cancel it on the basis of Article 36 (4) .
3 After the conversion, a shareholder, a usufruct and a lien cannot exercise the rights attached to a share, as long as they are not in the Article 194 Referred to as the register. Without his consent, no profit-free or non-profit-free voting rights can be issued to him. In so far as they have been issued, no registration shall take place than against the issuing of the share certificates to the company.
1 At the request of the public prosecutor, the court disconnects the company when it cannot reach its purpose, due to a lack of benefits, and the court can dissolve the company when it seeks its work to achieve She stopped her target. The Public Prosecutor's Office informs the Chamber of Commerce that it intends to make a request for dissolution.
2 Before the dissolution of the contract, the court may give the company the opportunity to rectify the failure to act within a period to be determined by him.
1 The full name of the company and its place of residence must be made clear from all the written documents, printed documents and notices in which the company is a party or which, with the exception of telegrams and advertising, is a party to which it is a party.
2 Where the capital of the company is mentioned, the amount of the amount to be entered and the amount of the amount subscribed shall be indicated in each case.
Where the statutes state that the holders of such shares constitute a certain share of the capital of the company, unless otherwise indicated in the statutes, the following shall be understood to mean capital placed under capital. part of the share capital.
For the purposes of the application of the Articles 192 , 197 (3) , 198 (3) , 206 , Article 210 (7) , 216 (1) , 227 paragraph 2 , 239 and 244 'institution of the company' means the general meeting, the meeting of the holders of a given kind or an indication, the management, the supervisory board and the joint meeting of the board of directors and of the Board of Directors. of the Commissioners.
No rights that include the right to vote or the benefit of a profit or reserves shall not be regarded as a share.
1 If the share is taken, the nominal amount must be paid accordingly. It can be stipulated that the nominal amount or part of it needs first to be paid up after a certain period of time or after the company will have called it up.
2 A shareholder cannot be relieved in whole or in part from the obligation to deposit, subject to the provisions of Article 208 .
3 The shareholder and, in the case of Article 199 , the former shareholder does not have the authority to charge their debt under this Article.
1 Payment to a share must be made in cash in so far as no other contribution has been agreed.
2 Before or when it is set up, payment may be made in a monetary unit other than that in which the nominal amount of the shares is denominated only if the instrument of establishment states that payment is permitted in another unit of funds. After the establishment, this may be done only with the consent of the company, unless otherwise provided for by the statutes.
3 With a deposit in a unit of money other than that in which the nominal value is used, the setting-line is met for the amount at which the paid-up amount can be exchanged freely in the monetary unit in which the nominal value is denominated. The exchange rate shall be determined on the day of the payment.
If input is otherwise than agreed in cash, what is to be contributed by economic measures may be appreciated. A right to work or services may not be inserted.
2 Contributions other than in cash must take place without delay after taking the share or after the day at which an outdeposit has been issued or agreed upon.
1 Statutes may apply in respect of all the shares or shares of a particular kind or designation:
(a) provide that obligations of a contractual nature, towards the company or third parties or between shareholders, are linked to the shareholding;
(b) attach requirements to the shareholding;
(c) provide that in cases, as defined in the Statute, the shareholder shall be required to offer and transfer any shares or part of their shares.
An obligation or requirement referred to in point (a), (b) or (c) may not be imposed on the will of the shareholder either under the conditions of condition or in time.
2 Statutes may provide that the entry into force of a statutory obligation or requirement referred to in paragraph 1 (a), (b) or (c) shall be subject to a decision of a company designated for that purpose by the Statute of the Company. The Statutes may also provide that a body of the company appointed in the Statute may waive a statutory obligation or requirement.
3 A scheme as referred to in paragraph 1 (c) shall be such that the shareholder who so requires to receive it shall receive an award equal to the value of his share or shares established by one or more independent experts. The statutes may provide for a price-fixing scheme derogating from the previous sentence. Such a derogation could not be imposed on a shareholder against his will.
4 Statutes may provide that as long as a shareholder fails to comply with a statutory obligation or does not comply with a statutory requirement, the right to vote, the right to benefits or the right of meeting has been suspended. If a shareholder is unable to exercise one or more of the rights specified in the previous sentence and the shareholder is not held to offer and transfer his shares, the suspension shall expire if the company fails to comply within three months after a request from the shareholder has appointed candidates to whom he will be able to transfer all his shares in accordance with an arrangement in the Statutes. Paragraph 3 shall apply mutatis mutandis. A suspension of rights shall lapse if the suspension has the effect of failing to exercise the right to vote of any of the shareholders.
5 The statutes may provide that if a shareholder fails to fulfil an obligation referred to in paragraph 1 under paragraph 1 within a specified reasonable period of time, the company may irrevocably be authorised to offer and transfer the shares. The company also has jurisdiction in the sale and supply of the shares during the bankruptcy of the shareholder or the natural persons debt restructuring scheme to be applied to him. Where there are no candidates to whom the shareholder is able to transfer shares offered under paragraph 1 (c), the power of attorney is missing and the shareholder is irrevocable from the statutory obligation to offer and to transfer, as well as to the transfer of shares. a suspension of rights as referred to in paragraph 4.
1 If a shareholder, which is not bound by a statutory obligation or requirement as referred to in Article 192 (1) , if shares are to be alienated, but transfer of the shares due to the commitment of the acquirer to that obligation or requirement is impossible or excessively burnable, he may request the company to designate candidates to whom he/she may all its shares will be able to transfer according to a settlement in the bylaws. Article 192 (3) shall apply mutatis mutandis to this scheme. If the company has not appointed candidates within three months of the date of the request, the shareholder may, within six months from the expiry of that period, transfer his shares to another person and the transferee may not be entitled to the shares. tied to the statutory obligation or requirement.
2 Paragraph 1 shall apply mutatis mutandis where the transfer of shares is impossible or excessively burnable in relation to the commitment of the transferee to a statutory pricing scheme to which the shareholder is not bound.
The liquidator of a company and, in the event of bankruptcy, the liquidator, shall be responsible for the registration and recovery of any amount of compulsory payments not yet made to the shares. This competence is indifferent to what is defined in the Statute or on the basis of Article 191 (1) shall be agreed, provided that if a deposit is made at a time after the date of the declaration of bankruptcy, it shall be sufficient to pay the present value on the day of the declaration of bankruptcy.
1 The board of the company shall keep a register in which the names and addresses of all shareholders are included, indicating the date on which they obtained the shares, the date of recognition or service, the type or the the indication of the shares and of the amount paid in each share. If a shareholder is not bound by a statutory obligation or requirement as referred to in Article 192 (1) , that's what you're saying. The register shall include the names and addresses of those who hold a right of usufruct or a lien to shares, stating the date on which they obtained the right, the date of recognition or service, as well as with the indication which rights attaching to the shares shall be sent to them. The register shall include the names and addresses of the holders of certificates of shares to which a meeting law is linked, indicating the date on which the meeting right is linked to their certificate and the date of recognition or Service.
2 The register shall be kept regularly; it shall also inform it of any dismissal of liability for any payments not yet made.
3 Shareholders and others whose data are to be entered in the register pursuant to paragraph 1 shall provide the Steering Board with the necessary information in good time.
4 The Board of Management shall, upon request, issue to a shareholder, a usufruct, a lien holder and a holder of a certificate of a share attached to or under the Statute of the Statute for not an extract from the register containing regard to its entitlement to a share or certificate of a share. Rest on the share a right of usufruct or a lien, then the extract shall indicate to whom the person in the Articles 197 , 198 and 227 the rights referred to.
5 The board shall place the register at the premises of the company to inspect the shareholders, the fruit users and the liens to whom Article 227 (2) the rights referred to and the holders of certificates of shares which are linked to or under the Statute of the Court of States. The record of the register of unfunded shares shall be available for the inspection of any person; copies or extracts of such information shall be given at most at cost price.
1 Unless otherwise determined by the Articles of Association, a valid transfer of shares requires that the shareholder wishing to dispose of one or more shares first offer them to his co-shareholders in proportion to the number of shares that the time of offer is held by each of them. Holders of shares of a particular type or of an indication to which no right to vote or a right to division in profits or reserves under the Staff Regulations may, according to the previous sentence, only be able to share the same type or mark shall be offered unless otherwise provided for in the Articles of Association. The shareholder shall receive, if he so desires, a price from the co-shareholders of the value of his share or shares established by one or more independent experts. If it is established that not all of the shares on which the offer relates to cash is purchased, the offeror may freely transfer the shares within three months of that determination.
2 The transfer shall be valid for the purposes of paragraph 1 as a transfer by the deceased.
3 The transferability of shares may be excluded for a specified period by the Statute. A transfer in violation of statutory exclusion is invalid. In the case of a statutory system of the kind referred to in the first sentence, the consent of all the holders of shares to which the exclusion of transferability is concerned shall be required.
4 The transferability of shares may also be restricted by the Articles of Association otherwise than in accordance with paragraph 1 or 3. A transfer in violation of a statutory restriction is invalid. Such a statutory scheme should be such that a shareholder wishing to transfer his shares, if he so desires, receives a price equal to the value of his share or shares established by one or more independent Experts. The statutes may provide for a price-fixing scheme derogating from the previous sentence. Such a derogation could not be imposed on a shareholder against his will.
5 Provisions in the Statute on the transferability of shares do not apply if the transfer is impossible or extremely serious by those provisions, unless this is the result of a statutory exclusion as referred to in paragraph 3 or a statutory pricing scheme to which the shareholder is bound.
6 If the shareholder is required by the Act to transfer his share to an earlier holder, paragraph 1, as well as provisions in the Statutes on transferability, shall not apply.
7 Where, for the purposes of execution, bankruptcy, bankruptcy, natural persons, the issue of a customs, the issuing of a customs, a community or a lien, paragraph 1 may be granted, as well as provisions of the Statutes relating to transferability, Declare, in whole or in part, outside The request may be made by the executant, the liquidator, the administrator, an interested party at the time of the issue of the reading or allocation or the lien. The court shall reject the request, if necessary by way of derogation from Article 474g, fourth paragraph, of the Code of Civil Procedure , only if the interests of the applicant seeking to be determined and the interests of other persons are not adversely affected by it. The court may provide that the company is to have access to the register or the liquidator in the register provided for by the court. Article 194 .
1 For the issue and delivery of a share or the delivery of a limited right thereto, it is required to provide an appropriate number of notary's notary history in the Netherlands to which the parties concerned are parties. No separate deed is required for the issue of shares to be subscribed at the time of its establishment.
2 Instruments of issue or delivery shall state:
(a) the title of the legal act and the manner in which the share or limited entitlement thereto has been obtained;
(b) name, surname, date of birth, place of birth, place of residence and address of the natural persons who are party to the act;
(c) legal form, name, place of residence and address of the legal persons who are party to the act;
d. the number and type of shares to which the act relates, and
e. name, place of residence and address of the company on whose shares the legal act relates.
1 The delivery of a share or the delivery of a limited right thereto pursuant to Article 196 (1) shall co-operate with the company in law. Save where the company is itself a party to the act, the rights attaching to the share may be exercised first after it has recognised the legal act or the instrument has been notified to it in accordance with the provisions of the act. Of Article 196b , or has been approved by registration in the shareholders ' register referred to in paragraph 2.
2 The company which has knowledge of the legal act referred to in paragraph 1 may, for as long as its recognition has not been granted or service the act to it, recognize that act, that act on its own initiative by registration of the transferee of the share or limited right in the shareholders ' register. It shall do so by notifying the parties to the legal act of a copy or extract thereof as referred to in Article 4 (2). Article 196b (1) to her. Upon receipt thereof, it shall, by way of recognition, place a note on the document in the manner in which it is approved. Article 196b the date of the invitation to tender shall be indicated in the form of approval.
3 If an act as referred to in paragraph 1 has taken place without the result of any subsequent amendment to the register of shareholders, it shall neither be possible for the company nor for any other person acting in good faith in the register of shareholders. have been regarded as a shareholder or owner of a limited right to a share in the shareholders ' register shall be relied on.
1 Subject to the provisions of Article 196 A paragraph 2 the recognition shall be either provided either in the instrument or on the basis of a copy of the document or of the extract from the instrument.
2 In the case of recognition on the basis of a notarial copy or extract, a recorded statement shall be placed on the document submitted.
The service shall be effected by a notarial copy or extract from the instrument.
The Articles 196a and 196b shall apply mutatis mutandis in respect of the delivery of a certificate of a share to which part-sessions is subject, except that the presentation or service provided for in Article 196b shall be made of a copy of the certificate. Deed of delivery.
1 The powers of establishment of usufruct on a share cannot be restricted or excluded by the Statute.
2 The shareholder shall have the right to vote on the shares on which a usufruct is situated.
3 By way of derogation from the preceding paragraph, voting rights shall be granted to the fruit user if this is determined by the establishment of the usufruct or subsequently agreed in writing between the shareholder and the usufruct and the usufruct user a person is to whom the shares can freely be transferred. If the fruit user is a person to whom the shares cannot be freely transferred, the right to vote shall apply only if it is determined by the establishment of the usufruct or subsequently in writing between the shareholder and the usufruct has been agreed upon, provided that both this provision and-in the case of transfer of the usufruct-the transfer of voting rights is approved by a body designated for that purpose by the statutes or-in the absence of such designation- by the general meeting. Derogations may be made from the provisions of the previous sentence. In the case of a usufruct as intended in the Articles 19 and 21 of Book 4 the right to vote shall also apply to the fruit user, unless at the time of the establishment of the usufruct by the parties or by the cantonjudge at the foot of Article 23 (4) of Book 4 otherwise be determined. In the case of the written agreement referred to in the first and second sentence, Article 196a and Article 196b applicable mutatis mutandis.
4 The shareholder who does not have the right to vote because of a usufruct and the usufruct who has the right to vote have the rights conferred by the law to the holders of certificates of shares to which meeting law is attached. The usufruct who does not have the right to vote shall have these rights, if the statutes determine this and in the case of establishment or transfer of the usufruct, it is not otherwise determined.
5 The share of the rights accruing to the acquisition of shares accruing to the shareholder shall be subject to the payment of the value thereof to the fruit user, in so far as they are subject to his or her right to the effect that the shares have to be paid. It has a claim to its use.
1 On shares, a pledge may be established, if the statutes do not otherwise determine.
2 The shareholder shall have the right to vote on the shares.
3 By way of derogation from the preceding paragraph, voting rights shall be granted to the pledge holder, if, whether or not subject to suspension, this is determined by the establishment of the pledge or subsequently in writing between the shareholder and the lien agreed and the lien is a person, to whom the shares can freely be transferred. If the lien is a person to whom the shares cannot be freely transferred, he shall apply the voting rights only if this is determined by the establishment of the pledge, whether or not subject to a suspensive condition, or subsequently. has been agreed in writing between the shareholder and the lien, provided that both this provision and, if another, in the rights of the lien-the transfer of the right to vote has been approved by an instrument designated for that purpose in the Statutes body, or-in the absence of any such designation-by the General Assembly. The statutes may derogate from the provisions of the two preceding sentences. In the case of the written agreement referred to in the first and second sentence, Article 196a and Article 196b applicable mutatis mutandis.
4 The shareholder who does not have the right to vote because of a lien and the lien who has the right to vote have the rights conferred by the law to the holders of certificates of shares to which meeting law is attached. The lien who does not have the right to vote shall have these rights if the statutes determine this and have not been determined otherwise in the establishment or transfer of the pledge.
5 In the establishment of the pledge, it may be determined that: Article 196a (2) does not apply. If then the paragraphs 3 and 4 of Article 239 of Book 3 of corresponding application, where recognition by or service to the company replaces the communication provided for in that provision.
6 A statutory arrangement with regard to the disposition and transfer of shares shall apply to the disposition and transfer of the shares by the lien or the acquisition of the shares to the lien, subject to the agreement pledging the rights to the shareholder in respect of transfer and transfer to the shareholder and fulfils its obligations in this respect.
1 After the transfer or allocation of a non-paid-up share, each of the previous shareholders remains jointly and severally liable for the amount to be paid to the company. The board, together with the supervisory board, may dismiss the previous shareholders in an authentic or registered private instrument of liability; in that case, liability shall continue to be liable for payments, written out within one year of the day on which the authentic instrument is recorded or the underhand is registered.
2 If a previous shareholder pays, he shall enter into the rights which the company has against subsequent holders.
1 In so far as the statutes are not otherwise determined, all shares shall be linked to their amount equal rights and obligations.
2 The company must treat shareholders in the same way as holders of certificate holders who find themselves in similar circumstances.
3 Statutes may provide that the shares of a particular type or designation are subject to special rights as defined in the statutes for controlling the control of the company.
1 He who provides as a shareholder on his own account at least 95% of the company ' s subscribed capital and can exercise at least 95% of voting rights in the general assembly may against the joint other shareholders a bringing an action for the transfer of their shares to the claimant. The same applies, if two or more group companies together provide this part of the subscribed capital together and be able to exercise this part of the voting rights together and, together, set the claim for transfer to a person.
2 On the claim, the office of the Court of Justice of the Court of Justice, Amsterdam, is at first instance. Appeal shall be open only in cassation of the judgment.
3 When absconded by one or more defendants, the judge must, of its own motion, examine whether the claimant or claimants fulfil the requirements of paragraph 1.
4 The court rejects the claim against all defendants if, in spite of the compensation, a defendant was to suffer serious material damage from the transfer, a defendant is a party to a share to which the statutes of a Member State are of special interest in respect of the control of the company or a plaintiff has taken over a defendant from his power to establish the claim.
5 If the judge considers that paragraphs 1 and 4 do not prevent the assignment of the claim, he may order that one or three experts will report on the value of the shares to be transferred. The first three sentences of Article 350 (3) and the Articles 351 and 352 shall apply. The judge shall determine the price to be transferred to the shares to be transferred on a day to be determined by him. As long and as long as the price has not been paid, he is raised with interest, equal to the statutory interest, from that day off until the transfer; distributions payable on shares payable during this period stretch out on the day of Payment of payment to partial payment of the price.
6 The court designating the claim shall sentence the transferee to those to whom the shares belong or will belong to pay the established price with interest on the delivery of the unencumin right to the shares. The judge shall give a ruling on the costs of the proceedings if he considers it to be a part of the proceedings. A defendant who has not engaged in defence shall not be ordered to pay the costs.
7 The transferee shall determine the day and place of payment of the payment and the prize in writing to the holders of the shares to be transferred whose address is known to the transferee. He also announces it in a nationwide distributed daily, unless he knows the address of all.
8 The transferee may always free himself from his obligations under paragraphs 6 and 7 by consigning the established price with interest for all shares which have not yet taken over, subject to notification of known rights of property and usufruct and The known herds. This communication relates to the acquisition of shares on the right to benefit. By consigning, the right to the shares goes unencumbered upon him, and rights of premises or usufruct are on the right to benefit. Share and dividend licences which have been made payable after the transfer may not subsequently be derived from the company's right to the company. The transferee shall make the consignment known and the price per share known at that time in accordance with the conditions laid down in paragraph 7.
Bearer share certificates may not be issued. If action has been taken in contraa, the rights attaching to the share may not be exercised so long as certificates of bearer form are issued.
1 In the case of a legal act acting on behalf of a company to be set up, only rights and obligations for the company shall arise where it expressly or tacitly endorses, after its establishment, or pursuant to paragraph 4 is connected.
2 Those who make a legal act on behalf of a company to be designated shall, unless otherwise expressly agreed in respect of that act, be jointly and severally connected, until the company has been established after its establishment, Legal act has been confirmed.
3 If the company fails to fulfil its obligations arising out of the legal act ratified, those acting on behalf of the company to be set up shall be jointly and severally liable for the damage suffered by the third party, as a result, if they knew or they could reasonably have known that the company would not be able to comply with its obligations, without prejudice to the liability of the directors on account of its ratification. The knowledge that the company would not be able to fulfil its obligations is suspected of being present when the company is declared bankrupt within a year of its creation.
4 The founders can only commit the company in the instrument of formation by issuing shares, accepting deposits, appointing directors, appointing commissioners, carrying out legal acts, etc. as intended in Article 204 (1) and the payment of costs related to the establishment. If a founder has not exercised sufficient care in this respect, the Articles 9 and 248 applicable mutatis mutandis.
1 Legal Acts:
(a) in relation to the taking of shares in which special obligations are imposed on the company;
b. Streaking to secure any advantage to a founder of the company or to any third party involved in the establishment,
(c) in respect of a contribution to shares other than in cash;
shall be incorporated as a whole in the instrument of incorporation or in a written document which shall be annexed to it in original or authentic copy and referred to in the instrument of establishment. If the previous sentence has not been complied with, no rights or obligations may arise for the company from those legal acts.
2 After the establishment, the legal acts referred to in paragraph 1 may be carried out without prior approval of the General Assembly only if and to the extent that competence is expressly conferred on the Board by the Statute for that purpose. ed.
If, in the event of the formation of the shares, participation in shares is otherwise than in cash, the parents shall describe what is being inserted, indicating the value assigned to them and the valuation methods applied. The description refers to the state of what is being inserted into a day not earlier than six months before its establishment. The description is signed by all founders. The company shall be responsible for the inspection of the holders of its shares and of other persons to whom the meeting is due.
2 If the input is known to have significantly decreased after the day of description referred to in the second sentence of paragraph 1, a new description shall be required.
1 If, following the formation of the shares, otherwise than in cash is agreed, the company shall, in accordance with Article 204a (1) a description of what is being inserted. The description shall relate to the situation on a day not exceeding six months for the day on which the shares are taken or at which an outpouring has been issued or on which it has been agreed. Drivers shall sign the description; missing the signature of one or more of them shall be notified of the signature and the reason therefor. The company shall submit the description in order to inspect the holders of its shares and others to whom the meeting is to be made.
2 Article 204a (2) shall apply mutatis mutandis.
3 This Article shall not apply to the extent that the contribution is made up of shares, certificates of shares, convertible rights or profits of another legal person, on which the company has made a public offer, provided that the latter securities or some of them are admitted to trading on a regulated market or a multilateral trading facility, as intended Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a State that is not a Member State.
The company may not take its own shares.
1 The company may issue shares only following a decision of the general meeting, provided that no other body has been appointed by the statutes. The General Assembly may delegate its power to another body for this purpose and may revoke this transfer.
2 The previous paragraph shall apply mutatis mutandis to the granting of rights to the taking of shares, but shall not apply to the issuing of shares to any person who exercises the right to share shares previously acquired.
1 In so far as the Articles of Association do not otherwise determine, each shareholder shall have preferential rights in respect of the issue of shares in proportion to the combined amount of its shares, subject to the following two members. He does not have any preferential rights in respect of shares issued to employees of the company or of a group company. The preferred right may be restricted or excluded by a decision of the general meeting each time it is issued, provided that the articles of association do not otherwise determine.
2 In so far as the statutes do not otherwise determine, holders of shares
a. giving no right to division into the profits or reserves of the company or who do not share above a certain percentage of the nominal amount or merely to a limited extent in excess of the profits; or
b. Those parts not above the nominal amount or only to a limited extent, in excess of the amount of the liquidation; or
(c) on the basis of a statutory scheme based on Article 228 (5) no voting rights are committed,
no preferred right to issue shares to be issued.
3 In so far as the statutes do not otherwise determine, shareholders do not have any preferential rights to issue shares in any of the types defined in paragraph 2 (a), (b) and (c).
4 The company announces the issue of preferential rights and the period in which it can be exercised, in a written communication to all shareholders to the address they have given. Unless otherwise provided for by the Statutes, the requirement of scriptwity shall be fulfilled if the communication is written electronically.
5 The right of preference may be exercised for at least four weeks from the date of dispatch of the notice.
6 In so far as the statutes do not otherwise determine, shareholders have preferential rights in the granting of rights to the taking of shares other than those defined in paragraph 2 (a), (b) and (c); the previous members shall be Application. Shareholders do not have any preferential rights to shares issued to any person who exercises the right to share shares previously acquired.
1 The board decides on the acquisition of shares in the capital of the company. The acquisition by the company of unfunded shares in its capital shall be void.
2 The company may, except in order not to acquire wholly paid own shares, if its own funds, less the accrual price, are less than the reserves which are to be held under the law or the statutes or if it is not The Governing Council is aware, or is reasonably expected to provide, that the company will not be able to continue to pay its receivable debts after the acquisition.
(3) If, after obtaining an acquisition, the company cannot continue to pay its receivable debts, the directors who knew or were reasonably foreseeable at the time of the acquisition are to be taken against the company. Jointly and severally linked to the remuneration of the shortfall arising from the acquisition, with the legal interest from the date of acquisition. Article 248 (5) shall apply mutatis mutandis. It is not related to the driver who proves that it is not due to him that the company has obtained the shares and that he has not been negligent in taking measures to avert the consequences thereof. For the purposes of this Article, a driver shall be deemed to be the same person who has determined or contributed to the policy of the company, as if he were a driver. The claim may not be brought against the director appointed by the judge. The transferor of the shares which knew or reasonably expected that after the acquisition the company would not be able to proceed with the payment of its due debts is held to the company to pay the shortfall which has arisen as a result of the acquisition of its shares, for a maximum of the acquisition price of the shares which it shares, with the statutory interest from the date of the acquisition. Where the action is taken by the directors pursuant to the first sentence, the compensation referred to in the preceding sentence shall be made to the directors, in proportion to the part which has been satisfied by each of the drivers. The directors and the transferors shall not be responsible for the settlement of their debts under this Article.
4 The statutes may exclude or restrict the acquisition by the company of its own shares.
5 The preceding paragraphs do not apply to shares which the company obtains under a general title.
6 Under the term of shares in this Article, certificates of that kind are understood.
Acquisition of shares to be borne by the Article 207 (2) would be void or contrary to any exclusion or restriction referred to in Article 207 (4). The directors shall be jointly and severally liable to the transferor in good faith, who suffers damage as a result of nullity.
2 The acquisition of an own share by the company under the special title is void if such acquisition would have the effect of holding the company, together with its subsidiaries, with all the shares with a right to vote in its capital. The second sentence of the first paragraph shall apply. If the company has acquired its own shares under a general title, and such acquisition would have the effect of holding the company, together with its subsidiaries, with all the shares which have the right to vote in its capital, the lowest number of shares shall be numbered share of voting rights at the time of acquisition of the joint directors. If there is no numbering, a lot shall be chosen by drawing lots. Each driver is jointly and severally linked to the remuneration of the company of the value of the share at the time of the acquisition, with the statutory interest of that date.
3 Each share which has not been paid up in its capital which has been acquired by the company as a general title and has not replaced or repealed within three years thereafter at the end of the last day of the three years of operation on the basis of the joint drivers. The last sentence of paragraph 2 shall apply mutatis mutandis.
4 Under the term of shares in this Article, certificates of that kind are understood.
If another person, in his own name, takes or obtains shares of the company's capital or certificates on behalf of the company itself, it shall be deemed to be taken on its own account or in order to obtain it.
1 A subsidiary may not, on its own account, take or take any share of the capital of the company. Such shares may not be obtained or to be obtained by subsidiaries for their own account in a special title only if the management of the company has given its consent to the acquisition of the company. An acquisition under a special title contrary to the previous sentence shall be null and void. The decision to approve is Article 207 (2) applicable mutatis mutandis. Article 207 (3) shall apply mutatis mutandis on the understanding that the main link between directors and directors is applicable to the subsidiary.
(2) If a legal person, having become a subsidiary or having acquired shares in the capital of the company under a general title as a subsidiary, together with the company and its other subsidiaries, has become a subsidiary all shares with the right to vote in the capital of the company hold or hold for their own account, the lowest number of the shares having the right to vote at the time of becoming a subsidiary or at the time when the shares are held have been obtained from the law on the basis of the joint directors. If there is no numbering, a lot shall be chosen by drawing lots. Each driver is jointly and severally linked to the remuneration to the subsidiary of the value of the share at the time when the subsidiary became a subsidiary or at the time the share was obtained, with the Waive legal interest at that time.
3 Under the concept of shares in this Article, certificates of that kind are understood.
1 The general meeting may reduce the subscribed capital by the withdrawal of shares or by reducing the amount of shares in the form of a change of status. This Decision should designate the shares to which the decision relates and the implementation of the Decision should be settled.
2 A decision to revoke may refer only to shares held by the company itself or to which it holds the certificates, or to all the shares of any kind or denomination determined for the issue in the statutes of which they may be issued withdrawn with repayment, or the redeemed shares of any kind or denomination determined for the issue in the Articles of Association, that they may be issued with a refund. In other cases, it may be decided only with the agreement of the shareholders concerned.
3 Reduction of the nominal amount of shares without repayment and without the obligation to make payments, in proportion to all shares of the same type or indication. A derogation from the requirement of proportionality may be made with the agreement of all the shareholders concerned.
4 An exemption from the obligation to deposit is only possible for the execution of a decision to reduce the amount of the shares. Such a waiver, as well as a repayment made for the execution of a decision to reduce the amount of the shares, must be made in proportion to all shares, except where the issue of shares of a particular type of shares is whether or subsequently, with the agreement of all the holders of the shares of the relevant species or of the denomination of the shares in the statutes, that exemption or reimbursement may take place only on those shares; proportionality. A derogation from the requirement of proportionality may be made with the agreement of all the shareholders concerned.
5 The convocation of a meeting in which a decision referred to in this Article shall be taken shall indicate the purpose of the capital reduction and the method of implementation. The Second, third and fourth members of Article 233 shall be applicable mutatis mutandis.
6 On a decision to reduce the subscribed capital with the repayment of shares, the (2) to (4) of Article 216 applicable mutatis mutandis. The repayment or remission of the obligation to discharge within the meaning of this Article shall be permitted only in so far as its own funds are greater than the reserves which are to be held under the law or by the statutes.
1 Each year within five months of the end of the financial year of the company, subject to an extension of that period for a period not exceeding five months by the general meeting on the basis of special circumstances, the Steering Board shall issue a revenue and expenditure account, It shall make it available to the shareholders for access to the company. Where the company has securities admitted to trading on a regulated market as specified in the Law on financial supervision , the time limit shall be four months, unless Article 5:25g, second or third paragraph, of that Act is applicable. This period may not be extended. Within this period, the Board shall also provide the Board of Management Report for the inspection of the shareholders, unless the Articles 396 (7) , or 403 may apply to the company. The Board of the Company on which the Articles 268 to 271 and 274 apply, the financial statements shall also send to the Article 268 (11) Said Works Council.
2 The annual accounts are signed by the directors and by the commissioners; the signature of one or more of them is lacking, and the reason for this is the reason for the statement.
3 The annual accounts shall be adopted by the general meeting. The adoption of the annual accounts does not grant discharge to a Commissioner responsible for the job of a director.
4 Acts fixing the annual accounts shall not be subject to the approval of a body of the company or of third parties in the statutes.
5 If all shareholders are also directors of the company, the signature of the annual accounts by all directors and directors shall also be deemed to be the adoption within the meaning of paragraph 3, provided that all other members of the party concerned have the opportunity to have been asked to take note of the published financial statements and have agreed to this way of adoption as intended Article 238 (1) . By way of derogation from paragraph 3, this decision also provides for the discharge to be given to the directors and commissioners. The statutes may exclude the method of determining the annual accounts referred to in the first sentence.
6 Statutes shall not contain provisions which permit provisions or binding proposals for the financial statements or any item of such financial statements to be issued.
7 The statutes may provide that a body of the company other than the general meeting has the power to determine which part of the profit or loss is to be set aside for the financial year or how the loss is processed.
8 Our Minister for Economic Affairs may, on request, waive the obligation to draw up, submit and determine the annual accounts for important reasons. No exemption may be granted in respect of the statement of the annual accounts of a company whose securities are admitted to trading on a regulated market as referred to in the Law on financial supervision .
The company shall ensure that the consolidated financial statements, the administrative report and the Article 392 (1) data to be added from the call for the general meeting, for the purpose of their treatment, to be found in the presence of the presence of the person. The shareholders and other members of the meeting may inspect the documents there and obtain a copy free of charge.
The reserves prescribed by the law shall be subject to a deficit only if the law allows it.
1 The general meeting shall be responsible for the allocation of profits determined by the adoption of the financial statements and for the purpose of determining benefits, in so far as its own funds are greater than the reserves which, under the law or the Statute, are must be maintained. The Statutes may restrict or assign powers to any other body referred to in the first sentence.
2 Any decision to grant benefits shall not affect as long as the Steering Board has not granted approval. The Steering Board shall refuse to grant approval only if it is aware or reasonably expected that the company will not be able to continue to pay for its repayable debts after the payment.
3 If, after a benefit, the company is unable to proceed with the payment of its due debts, the drivers who knew that at the time of the benefit or who were reasonably well connected to the company shall be severally connected for the deficit incurred by the benefit, with the statutory interest from the day of benefit. Article 248 (5) shall apply mutatis mutandis. It is not related to the driver who proves that it is not due to him that the company has made the payment and that he has not been negligent in taking measures to avert the consequences thereof. The person who received the benefit while he knew, or was reasonably entitled to, that the company could not continue to pay after the benefit has been paid for its due account has been kept for the remuneration of the shortfall which the pension paid for payment has been incurred, each for up to the amount or the value of the benefit received by him, with the legal interest from the date of the benefit. Where the action is taken by the directors pursuant to the first sentence, the compensation referred to in the fourth sentence shall be made to the directors, in proportion to the part which has been satisfied by each of the drivers. The debtor shall not be entitled to reckoning in respect of a debt arising out of the first or fourth sentences.
4 For the purposes of paragraph 3, a driver shall be treated in the same way as the person who has determined or contributed to the policy of the company, as if he were a driver. The claim may not be brought against the director appointed by the judge.
5 In the calculation of each benefit, the shares which the company holds in its capital shall not be included, unless otherwise provided for in the Statute.
6 In calculating the amount to be paid on each share, only the amount of the compulsory payments shall be taken into account at the nominal amount of the shares. A derogation from the previous sentence may be made in the statutes or in any time with the agreement of all shareholders.
7 Statutes may stipulate that shares of a specific type or designation shall not entil or restrict the right to division into the company's profits or reserves.
8 For a statutory system as referred to in paragraph 6 or paragraph 7, the consent of all the holders of the shares to whose rights the amendment of the statutes shall be adversely affected shall be required.
9 Statutes may provide that the claim of a shareholder shall not be subject to five years ' birthday, but may not expire after a longer period. A provision of such a kind shall be applied mutatis mutandis to the claim of the holder of a certificate of a share to the shareholder.
10 Statutes may provide that the profits to which the holders of shares of a particular type are entitled to be wholly or partly reserved for the benefit of the holders of shares of a particular type shall be reserved.
11 Paragraph 3 shall not apply to cash benefits in the form of shares of the capital of the company or of contributions to non-paid-up shares.
1 In the General Assembly, within the limits set by the Law and the Statutes, all competence, which has not been assigned to the Board or to others.
2 The board of directors and the supervisory board shall provide it with any information requested, unless a serious interest in the company is opposed to it.
At least one general meeting shall be held during each financial year, or at least once in accordance with Article 210 (5) or Article 238 (1) decided.
The board of directors and the supervisory board are empowered to convene a general assembly; the statutes may also confer this power on others.
1 One or more holders of shares representing only or jointly representing at least one hundredth part of the subscribed capital may be on board and on the board of directors in writing and under accurate notice of the They shall address the request to convene a general meeting. The Board and the Supervisory Board, in this case equally competent, shall take the necessary measures to ensure that the general meeting can be held within four weeks of the request, unless there is a serious interest in the company. It opposes it. The statutes may reduce the required part of the capital and reduce the period within which the general meeting is to be held. If the board and the board of directors do not implement the request, the shareholders referred to in the first sentence may, at their request, be authorized by the court ' s security counsel to convene the general meeting.
2 For the purposes of this Article, any holders of shares shall be deemed to be the same as those to whom the meeting is due.
3 Unless otherwise provided for by the Statute, the requirement of writing of the request referred to in paragraph 1 shall be complied with if such request is electronically committed.
1 The court of supply shall, after the examination or notice of the company, issue the authorization requested if the applicants prove to be brief, that the conditions laid down in the preceding Article are fulfilled, and that the court shall give a decision on the authorization of the applicant. would have a reasonable interest in holding the meeting. The court's provision of supply shall reject the request, if a serious interest of the company is opposed to the holding of a general meeting. If the security court of the court grants the requested authorization, it shall determine the form and time limits for the summons to the general meeting. He may also appoint a person who shall be responsible for the management of the General Assembly.
2 It shall be mentioned by the first member of the summons to be given under judicial authorization. The summons made in this way shall be valid, even if it was found that the authorisation had been granted unduly.
3 No provision shall be authorized against the order of the provision of supply, except in cassation for the sake of the law.
If, they, they Article 219 (i) the convening of a meeting to convene a meeting Article 218 whether the Statutes should hold a general meeting as prescribed, any shareholder may be authorized by the court's security authority to do so by itself. Article 220 (2) and Article 221 shall be applicable mutatis mutandis.
1 The convocation of the general meeting shall be effected by means of letters of appeal addressed to the addresses of shareholders and other members of the meeting, as mentioned in the register, as set out in the register. Article 194 .
2 Unless otherwise provided for by the Statute, if the shareholder or other relevant party agrees, the summons may be effected by an electronically legible and reproducible message to the address provided by him for that purpose. The aim of the company is to be known.
1 The summons shall state the subjects to be dealt with.
2 On subjects whose treatment has not been announced by the summons taking into account the timelimit set for the notice, it cannot be decided lawfully, unless all the members of the meeting have agreed that the decision-making process is to be taken on the basis of a those subjects are to take place, and the directors and the commissioners have been given the opportunity to deliver an opinion prior to decision making.
3 Notices which must be addressed to the general meeting under the law or the statutes may be made by inclusion in the summons and, where appropriate, in the document which is at the registered office of the company. laid down, provided that it is mentioned in the summons.
1 A subject, the treatment of which has been requested in writing by one or more holders of shares representing only or jointly representing at least one hundredth part of the subscribed capital, is included in the summons or at announced in the same way that the company has received the request no later than the 30th day before that of the meeting and provided that no serious interest of the company is opposed to it. The statutes may reduce the required part of the capital and the deadline for lodging the request may be reduced.
For the purposes of applying this Article, the holders of shares shall be treated as others to whom the meeting is to be made.
3 Unless otherwise provided for by the Statute, the requirement of writing of the request referred to in paragraph 1 shall be complied with if such request is electronically committed.
Without prejudice to the provisions of the third sentence of paragraph 1 of Article 221 the summons shall not take place later than on the eighth day preceding that of the sitting. If that period was shorter or the summons did not take place, no legal decisions may be taken, unless all the members of the meeting have agreed to the decision-making process and the directors and the commissioners prior to it. They have been given the opportunity to deliver an opinion.
1 The general meeting shall be held at the premises of the Statutes or otherwise in the municipality where the company is domicile. The place mentioned in the statutes may be a place outside the Netherlands.
If, after its establishment, a place outside the Netherlands is designated, the decision to amend the statutes may be taken only by a general vote in a meeting in which the entire subscribed capital is represented. and to the extent that all the parties to the Staff Regulations have agreed to the change in the statutes.
3 A general meeting may be held elsewhere than should be held, provided that all the meeting members have agreed to the place of the meeting and the directors and the commissioners have been given the opportunity to vote in advance Advice to be delivered.
1 Under the law of the sitting, this title means the right to attend the general meeting and to speak in person or in writing.
2 Meeting law is given to shareholders, to holders of certificates attached to the Statute of the Statute, to shareholders who do not have the right to vote because of a usufruct or lien and to fruit users and pandas. have the right to vote. Non-voting rights holders and pandas do not have the right to vote, if the statutes determine this, and where the establishment or transfer of usufruct or lien is not otherwise determined. The Statutes may provide for the linking and deprive of a meeting right to the certificates of shares by a body designated for that purpose by the Statute.
3 Any shareholder shall be empowered to exercise the right to vote in the general assembly in person or by written agent.
4 A statutory system for which a certificate-holders have a right of meeting may be amended only with the agreement of the certificate holders concerned, except where the conferation of a part-session expressly provides for the right to amend the rules of the said certificate. was reserved in the statutes. The previous sentence shall apply mutatis mutandis to fruit users and pandas.
5 The statutes of the Statute may limit the power of the parties to the Statute. The power of the parties to be represented by a lawyer, notary, added notary, notary, a notary, a registered accountant or an accountant-administrative agent cannot be ruled out.
6 The statutes may provide for the right of meetings to be suspended for as long as a party to the meeting has failed to comply with a legal or statutory obligation. The statutes may provide that the additional part of the general meeting requires that the party to that effect be notified of its intention to do so by the company's board. At the notice of the meeting, the day on which the notification is to be given shall be recorded as the date of notice. This day cannot be made earlier than on the third day before that of the meeting.
7 Directors and the Commissioners shall act as such in the General Assembly as such.
8 The requirement of divinity of the power of power shall be satisfied if the power of attorney is recorded electronically.
1 The statutes may provide that each shareholder has the power to participate, in person or by a written agent, by means of an electronic means of communication, to participate in the general meeting, to speak and to use the term of office of the Member States. voting rights.
2 For the purposes of paragraph 1, the shareholder shall be able to be identified by means of electronic means of communication, to be able directly to meet the relevant meetings and to exercise the right to vote. The statutes may provide that, in addition, it is necessary for the shareholder to be able to participate in the debate by means of the electronic means of communication.
3 In the case of, or under the statutes, conditions may be imposed on the use of the electronic means of communication. If these conditions are laid down in accordance with the Statute, they shall be published at the time of the declaration.
4 Paragraphs 1 to 3 shall apply mutatis mutandis to the rights of others to whom the meeting is to be granted.
5 The requirement of control of the power of power shall be satisfied if the power of attorney is recorded electronically.
The Statutes may provide that votes cast by electronic means of communication prior to the General Meeting, but not earlier than on the 30th day preceding that of the Assembly, shall be equal to the votes in favour of the general meeting. the time of the meeting is being held.
1 Only shareholders have the right to vote. Each shareholder shall have at least one vote. The Statutes may provide that a shareholder shall not be entitled to exercise the right to vote as long as he is in default of a legal or statutory obligation.
2 If the capital is divided into shares of the same amount, each shareholder shall cast as many votes as he has shares.
3 If the capital is divided into shares of different amounts, the number of votes of each shareholder shall be equal to the number of times the amount of the smallest share is included in the common amount of its shares; of votes are being neglected.
Article 4 (2) and (3) may be derogated from by the Statute. Such statutory rules shall apply to all decisions of the General Assembly. A decision amending the statutes of a Member State which amends the right to vote may be taken only by a general vote in a meeting in which the entire subscribed capital is represented.
5 By way of derogation from paragraphs 1 to 4, the statutes may stipulate that shares are not entitled to vote in the general assembly. Such an arrangement may be made only in respect of all the shares of a particular type or designation, of which all the shareholders agree or the issue of which is provided for in the Statutes does not provide for the right to vote in the general meeting is connected. The shares shall be indicated as voting-free in the statutes. No voting rights can be made on the basis of Article 216 (7) be determined that they do not give a right to share in the profits or reserves of the company.
6 For a share belonging to the company or its subsidiary, no vote may be cast in the general meeting, nor for a share of which one of them holds the certificates. However, fruit users and pandas of shares belonging to the company and its subsidiaries have not been excluded from their right to vote if the usufruct or liens were established before the share of the company or It belonged to a subsidiary. The company or its subsidiary may not vote for a share to which it has a right of usufruct or a pledge.
1 Any decision on which no larger majority is required by law or by the Statute shall be taken by an absolute majority of the votes cast. If the vote on the election of persons, then the fate, the votes in a different vote, the proposal was rejected, the proposal was rejected, in so far as the articles of association did not specify a different solution. This solution may consist in the addition of the decision to a third party.
2 Unless otherwise provided by law or articles of association, the validity of a decision shall not depend on the part of the capital represented at the meeting.
3 Where the statutes provide that the validity of a decision is dependent on the part of the capital represented at the meeting and that part was not represented at the meeting, unless otherwise provided by the Statute, a a new meeting shall be convened which shall be able to take the decision independently of the part of the capital represented at this meeting. At the time of the summons to the new meeting, it must be stated that, and why a decision may be taken, independently of the part of the capital represented at the meeting.
4 The management of the company shall record the decisions taken. The notes shall be at the premises of the company for inspection by the shareholders and others to whom the meeting is to be made. Copies or extracts of such endorsements shall be made available to each of them at the highest cost of production.
1 The general assembly is empowered to amend the Statutes; to the extent that the Statute has the power to exclude the power to amend it, it is nevertheless possible to amend unanimously in a meeting in which the subscribed capital is fully subscribed. represented.
2 A provision in the statutes, which restricts the power to amend one or more of the provisions of the Statute, may be amended only with a view to ensuring a level playing field.
3 A provision in the statutes, which excludes the power to amend one or more other provisions, may be amended only by general votes in a meeting in which the entire subscribed capital is represented.
4. An amendment to the statutes which specifically affects the rights of holders of shares of a specific type or designation is required, unless, at the time when the right is granted, the right to amend that provision is to be amended. expressly reserved, an approbable decision of this group of shareholders, without prejudice to the requirement of consent to which it derives from the law.
1 The decision to increase the amount of the shares and the share capital according to Article 178a shall be taken by an absolute majority of votes. The decision to reduce the amount of shares and of the registered capital shall be taken by a majority of at least two-thirds of the votes cast if less than half of the subscribed capital is represented. Where there are different types of shares, in addition to the decision to increase or reduce the number of shares, it is necessary to adopt a prior or simultaneous decision of any group of holders of shares to which the conversion is to be undermined.
2 For the purposes of applying this provision, shares of a particular type also include shares with a different nominal value.
Amendment of a provision of the statutes to which a person other than shareholders of the company has been granted such a right may, if the person concerned does not consent, do not adversely affect his or her right, unless at the time of the entry in which the amendment is of the granting of the right was expressly reserved for the amendment to that provision.
1 Where a proposal for the amendment of the Statutes is to be made to the General Assembly, it shall always be mentioned at the general meeting of the European Parliament.
2 Those who have taken up such summons must, at the same time, deposit a copy of that proposal in which the proposed amendment is written, at the premises of the company, for inspection by each shareholder until the end of the period of the meeting. Article 224 (2) shall apply mutatis mutandis.
3 The shareholders must be given the opportunity to obtain a copy of the proposal, as referred to in the preceding paragraph, from the day of deposit until that general meeting. These copies shall be provided free of charge.
4 As provided for in this Article with respect to shareholders, it shall apply mutatis mutandis to others to whom the meeting is to be granted.
1 Of a change in the statutes shall be made, under penalty of nullity, a notarial deed. The deed becomes a history of the Dutch language.
2 That act may exist in a notarial record of the General Assembly, in which the amendment is adopted, or in a later past notarial deed. The Board shall have the power to make the deed devoid of any kind, even if it is authorized by the General Assembly.
3 If the social capital is changed, the instrument shall indicate which part has been placed.
The directors shall be obliged to deposit an authentic copy of the amendment and the amended statutes at the premises of the Commercial Register.
During the bankruptcy of the company, no amendment may be made in its statutes, except with the permission of the liquidator.
1 Decision-making of shareholders may take place other than in a meeting, provided that all meeting members have agreed to this manner of decision-making. Unless otherwise provided for by the Statute, consent may be given by electronic means to the means of decision-making.
2 In the case of non-meeting decisions, votes shall be cast in writing. The requirement to write the votes shall also be satisfied if the decision, specifying the manner in which each of the shareholders has voted, is written in writing or by electronic means. Unless otherwise provided for by the Statute, the votes may also be cast by electronic means. The directors and the commissioners shall be given an opportunity to deliver an opinion prior to decision-making.
1 Subject to restrictions in accordance with the Statute, the Board shall be responsible for the management of the company.
2 The statutes may provide that a director designated in particular or in office shall be awarded more than one vote. A driver may not cast more votes than the other directors taken together.
3 Decisions of the Board may be subject, by or under the Statute, to the approval of another body of the company only.
4 Statutes may provide that the Board shall act according to the instructions of any other body of the company. The Steering Board shall be obliged to follow the instructions, unless they are contrary to the interests of the company and its related undertaking.
5 In carrying out their task, the directors shall focus on the interests of the company and the company connected to it.
6 A driver shall not take part in the deliberations and decision making if he has a direct or indirect personal interest in this regard, which is contrary to the interest referred to in paragraph 5. If such a decision cannot be taken, the decision shall be taken by the board of directors. In the absence of a supervisory board, the decision shall be taken by the general meeting, unless otherwise provided for by the statutes.
1 Statutes may provide that the administrative tasks shall be distributed among one or more non-executive directors and one or more executive directors. The task of monitoring the performance of drivers by drivers cannot be taken from non-executive directors by a division of tasks. The chairmanship of management, nominations for the appointment of a driver and the setting of the remuneration of executive directors may not be assigned to an executive director. Non-executive directors are natural persons.
2 The executive directors shall not take part in the deliberations and decisions on the setting of the remuneration of executive directors.
3 In the case of, or under the statutes, it may be decided that a director may decide legally on matters falling within his or her mission. Provision under the statutes shall be made in writing.
1 The board of directors shall represent the company, as long as the law does not otherwise result.
2 The power of representation shall be delegated to each driver. However, the statutes may provide that they shall only be assigned to one or more directors except to the Steering Board. They may also provide that a driver may represent the company only with the cooperation of one or more others.
3 Competence to represent representation of the Board or to a director is unlimited and unconditional to the extent that the law does not otherwise result. A legally permissible or prescribed restriction on, or condition for, the representation of the company may be relied on only by the company.
4 The statutes may also confer powers of representation on persons other than directors.
The court, within whose jurisdiction the company is domicile, shall take note of all legal proceedings relating to the contract between the company and the director, including the claim provided for in the case of a subsidiary of the company. Article 248 of this Book, the amount of which is undetermined or exceeds € 25,000. The same court shall take notice of requests as referred to in Article 685 of Book 7 on the agreement referred to in the first sentence. Cases, which are referred to in the first and second sentences, shall not be dealt with and shall be decided by the court of cantonal courts.
1 The appointment of directors shall be made for the first time by the instrument of incorporation and subsequently by the general meeting or, if the statutes so determine, by a meeting of holders of shares of a particular type or designation, provided that: Each shareholder with voting rights may take part in decision-making on the appointment of at least one driver. If a company gives application to Article 239a the appointment of a driver shall be determined whether he is appointed as the executive director of the non-executive director. A statutory scheme of the kind referred to in the first sentence shall be Article 228 (4), third sentence , mutatis mutandis. The foregoing three sentences shall not apply if the appointment is in accordance with Article 272 shall be effected by the supervisory board.
2 The statutes may limit the circle of appointments by making requirements to the directors. The requirements may be set aside by a decision of the general meeting, taken in accordance with the rules applicable to the establishment of a decision amending the statutes.
1 To the driver of a company not subject to at least two of the requirements laid down in two successive balance-sheet dates, without interruption subsequently on two consecutive balance sheet dates Article 397 paragraphs 1 and 2 cannot be appointed:
(a) persons who are Commissioner or non-executive director of more than two legal persons;
(b) persons who are chairman of the (supervisory) board of a legal person or of the management of a legal person if the administrative tasks are distributed between executive and non-executive directors.
2 For the purposes of this Article:
(a) shall be treated as a member of a supervisory body established by, or under the statutes of, a legal person;
(b) the appointment of several legal entities together in a group as one to be appointed;
(c) The reference to legal persons is the legal form of the public limited liability company and the limited liability company which is not subject to two consecutive balance sheet dates, without interruption on two consecutive balance-sheet dates, Has met at least two of the requirements as specified in Article 397 paragraphs 1 and 2 , the foundation as referred to in the Article 297a (1) ;
d. shall be assimilated to the executive director within the meaning of the chapeau of paragraph 1, if the administrative tasks are distributed between executive and non-executive directors;
e. shall be a temporary appointment in accordance with Article 349a (2) or Article 356 (c) not as appointment;
f. becomes the appointment of a member of the supervisory board or not executive director to a fund as referred to in the general measure of governance on the basis of Article 106a of the Pensions Act and Article 110a of the compulsory occupational pension scheme Act counting in accordance with the standards in this general measure of administration.
3 The invalidity of the appointment on the basis of the preceding paragraphs does not affect the legal validity of the decision-making to which it participated.
1 The statutes may provide for the appointment to be made by the general meeting of a proposal.
2 However, the general meeting may always deprive a proposal of the binding nature of a decision taken by at least two thirds of the votes cast, which shall comprise two thirds more than half of the subscribed capital. representing.
3 If the nomination contains one candidate for a place to be filled, a decision on the nomination shall have the effect of appointing the candidate, unless it is not binding on the nomination.
4 Paragraphs 1, 2 and 3 shall not apply where the appointment is made by the Board of Commissioners.
5 (1), (2) and (3) shall apply mutatis mutandis where the appointment is made by a meeting of holders of shares of a particular type or designation.
1 Any driver may be suspended and dismissed at any time by the institution responsible for appointment. The statutes may provide that a director may also be dismissed by another institution, unless the appointment is made in accordance with Article 272 shall be made by the supervisory board. Is execution given to Article 239a , then, the board is competent to suspend an executive director at any time.
2 Where the statutes provide that the suspension or dismissal decision may be taken only by an enhanced majority in a general meeting, in which a certain part of the capital is represented, it may be strengthened; majority of two third parties of the votes cast, representing two third parties more than half of the subscribed capital, do not exceed the amount of the subscribed capital.
3 A conviction for the restoration of the contract of employment between the company and the driver cannot be ruled by the judge.
4 The statutes must lay down rules governing the arrangements for the provisional administration of the company in the event of the absence or failure of one or more directors. The statutes may specify when there is a possibility of preventing it.
1 In so far as it is not otherwise stipulated by the Statute, the remuneration of directors shall be determined by the general meeting.
2 For a private company which is a bank within the meaning of Article 415 is Article 135 applicable mutatis mutandis.
Save as otherwise provided for in the Statute, the Steering Board shall not have the power to issue a declaration of bankruptcy of the company without a request for a general meeting.
1 Legal acts of the company against the holder of all shares in the capital of the company or to a member of a marriage community or a community of a registered partnership to which all shares in the company are registered in the capital of the company. The company is part of the company, the company being represented by that shareholder or by one of the members, is recorded in writing. For the purposes of the preceding sentence, shares shall be held either by the company or by its subsidiaries. If the first sentence has not been complied with, the legal act may be destroyed for the benefit of the company.
2 Paragraph 1 shall not apply to legal acts covered by the conditions laid down in the ordinary business operation of the company.
1 In the event of the company's bankruptcy, each driver shall be liable to the assets jointly and severally in respect of the amount of the debts, provided that the latter cannot be settled by the payment of the other benefits, if the administration is responsible for the payment of the assets. has apparently been inadequately fulfilled and is plausible that this is a major cause of the bankruptcy.
2 If the Board has failed to fulfil its obligations under the Articles 10 or 394 , it has inadequately fulfilled its task and it is suspected that improper task execution is a major cause of the bankruptcy. The same applies if the company is fully liable to a company under firm or limited partnership and is not subject to the obligations arising out of the liability of the company. Article 15i of Book 3 . An unimportant default is not taken into account.
3 It is not liable to the driver who proves that the lack of due task by the Board is not due to him and that he has not been negligent in taking measures to avert the consequences thereof.
4 The court may reduce the amount for which the directors are liable if it is excessive, having regard to the nature and seriousness of the improper performance by the Board, the other causes of the bankruptcy, and the the way in which this is settled. The judge may also reduce the amount of liability of a separate driver if it is excessive, having regard to the time during which the driver as such has been employed as such in the period during which the driver is indecent job fulfillment took place.
5 If the size of the deficit is not yet known, the court may, with or without the application of paragraph 4, determine that the shortfall to pay for which he condemns the directors is drawn up in accordance with the provisions of the sixth title of the second book of the Code of Civil Procedure .
6 The claim may be imposed only on the basis of improper performance in the three-year period preceding the bankruptcy. A discharge granted to the driver shall not be in the way of setting the claim.
7 A driver shall be treated, for the purposes of this Article, to the person who has determined or contributed to the policy of the company, as if he were a driver. The claim may not be brought against the director appointed by the judge.
8 This Article shall be without prejudice to the competence of the liquidator to set up a claim under the contract with the director or on the basis of Article 9 .
9 If a driver is liable under this Article and is not in a position to pay his or her fault, the administrator may carry out the legal acts which that administrator may have carried out, making the possibility of the story possible reduced, for the benefit of the estate, by an extrajudicial declaration, if it is likely that all or almost all of them have been carried out with the aim of reducing that story. Article 45 paragraphs 4 and 5 of Book 3 shall apply mutatis mutandis.
10 Article 138 (10) shall apply.
If, as a result of the annual accounts, the interim figures or the administrative report which have been published in so far as they are known, a misleading representation is given of the situation of the company, the directors shall be severally against third parties. liable for the damage, as a result, as a result. The driver who proves that this is not due to him is not liable.
1 Unless application is given to Article 239a the statutes may stipulate that there will be a Board of Commissioners. The Board consists of one or more natural persons.
2 The Supervisory Board shall have the task of monitoring the policy of the Board and of the general conduct of the company and of its affiliated undertaking. He's on board with counsel on the side. In the performance of their task, the Commissioners shall focus on the interests of the company and of the company connected to it.
3 Statutes may contain additional provisions on the task and powers of the Board and of its members.
4 The statutes may provide that a Commissioner designated in particular or in office shall be given more than one vote. A Commissioner is unable to vote more than the other Commissioners together.
5 A Commissioner shall not take part in the deliberations and decision-making if he has a direct or indirect personal interest in this matter which is contrary to the interests referred to in paragraph 2. the decision shall be taken by the general meeting, unless otherwise provided for by the Statutes.
1 The Management Board shall provide the supervisory board in good time with the necessary information for the performance of the task of the supervisory board.
2 The Steering Board shall, at least once a year, inform the supervisory board in writing of the main features of the strategic policy, the general and financial risks and the management and control system of the company.
1 Commissioners who have not already been designated by the instrument of incorporation shall be appointed by the general meeting or, if the statutes so determine, by a meeting of holders of shares of a particular type or designation, provided that: Each shareholder with voting rights may take part in decision-making on the appointment of at least one Commissioner. A statutory scheme as referred to in the previous sentence is Article 228 (4), third sentence , mutatis mutandis. The first sentence shall not apply if the appointment is in accordance with Article 268 be done. The Statutes may limit the circle of persons to be appointed by making requirements to which the Commissioners must comply. The requirements may be set aside by a decision of the general meeting, taken in accordance with the rules applicable to the establishment of a decision amending the statutes.
2 The first three members of Article 243 shall apply mutatis mutandis if the appointment is made by the general meeting or, if the statutes so determine, by a meeting of holders of shares of a particular type or designation.
3 In the case of a recommendation or a proposal for the appointment of a Commissioner, the candidate shall be informed of his age, his action, the amount of shares held by him in the capital of the company and the relations he holds or which he/she holds, have taken up, in so far as they are relevant in relation to the performance of the task of a Commissioner. It shall also indicate to which legal persons he is already connected as a Commissioner; where there are legal persons belonging to the same group, the name of that group shall be sufficient to indicate the number of legal entities. The reasons for the recommendation and the nomination or re-appointment shall be justified. Reappointment takes into account the manner in which the candidate has fulfilled his task as Commissioner.
4 The statutes must lay down rules governing the manner in which the exercise of the tasks and powers is provisionally provided for in the absence or disrespect of one or more of the Commissioners. The statutes may specify when there is a possibility of preventing it.
1 To the Commissioner of a company not subject to at least two of the requirements laid down in two successive balance-sheet dates, without interruption at two consecutive balance sheet dates. Article 397 paragraphs 1 and 2 cannot be appointed: persons who are Commissioner or non-executive director of five or more other legal entities. The chairmanship of the supervisory board or board, if the administrative tasks are divided between executive and non-executive directors, shall count double.
2 For the purposes of this Article:
(a) shall be treated as a member of a supervisory body established by, or under the statutes of, a legal person;
(b) the appointment of several legal entities together in a group as one to be appointed;
(c) The reference to legal persons is the legal form of the public limited liability company and the limited liability company which is not subject to two consecutive balance sheet dates, without interruption on two consecutive balance-sheet dates, Has met at least two of the requirements as specified in Article 397 paragraphs 1 and 2 , the foundation as referred to in the Article 297a (1) ;
d. shall be assimilated to the non-executive director within the meaning of the chapeau of paragraph 1, if the administrative tasks are distributed between executive and non-executive directors;
e. shall be a temporary appointment in accordance with Article 349a (2) or Article 356 (c) not as appointment;
f. becomes the appointment of a member of the supervisory board or not executive director to a fund as referred to in the general measure of governance on the basis of Article 106a of the Pensions Act and Article 110a of the compulsory occupational pension scheme Act counting in accordance with the standards in this general measure of administration.
3 The invalidity of the appointment on the basis of the preceding paragraphs does not affect the legal validity of the decision-making to which it participated.
The statutes may provide that one or more of the Commissioners, but not more than one third of the whole number, shall be appointed by persons other than the General Assembly or a meeting of holders of a specific type or designation, provided that any shareholder with a right to vote may take part in the decision making on the appointment of at least one Commissioner. A statutory scheme as referred to in the previous sentence is Article 228 (4), third sentence , mutatis mutandis. Is the appointment of Commissioners settled in accordance with the Articles 268 and 269 Then the first sentence does not apply.
1 A Commissioner may be suspended and dismissed by the person responsible for appointment. The Statutes may provide that a Commissioner may also be dismissed by the General Assembly. The foregoing shall not apply if: Article 271 (2) and (3) , or Article 271a is applicable.
2 The Second and third paragraph of Article 244 of this Book shall apply mutatis mutandis.
The general meeting may give the Commissioners a salary.
1 Unless otherwise provided for in the Statute, the Supervisory Board shall have the power to suspend any director at any time.
2 The suspension may be lifted at any time by the meeting of shareholders with the authority to appoint.
The provisions of the Articles 9 , 241 and 248 shall apply mutatis mutandis to the performance of the task of the supervisory board.
If the published annual accounts give a misleading representation of the situation of the company, the Commissioners shall be jointly and severally liable vis--vis third parties for the damage, as a result, as a result, to the parties. suffered. The Commissioner, who proves that this is not due to a failure on the part of the Commission, is not liable.
1 Allen, commissioners or others, who, without being part of the company's board, acting under any terms of its statutes or by decision of the general assembly, shall, for some time or under certain circumstances, commit acts of administrative action in respect of their rights and obligations with respect to the company and third parties, they shall be regarded as directors.
2 The adoption of certain administrative acts or the authorisation to that end shall not apply to the execution of actions of administrative action.
For the purposes of this section, a dependent company means:
a. a legal person to which the company or one or more dependent companies supply at least half of the subscribed capital alone or together on their own account;
b. a company of which a company is registered in the commercial register and for which the company or a dependent company as a partner vis-a-vis third parties is fully liable for all debts.
1 If the following paragraph applies to it, a company must, within two months of the adoption of its annual accounts by the general meeting at the margins of the trade register, make a statement that it has to do so by the conditions. Until Article 264 (3) of this Book Application has been found, mentions the board in each subsequent executive report when the option is done; is the option passed, then it is reported in the first board report which is published after the date of that deletion. was released.
2 The obligation to apply shall apply if:
(a) the subscribed capital of the company, together with the reserves according to the notes on the accounts, is at least a limit fixed by the Royal Decree;
b. the Company or a Dependent Society has established a Works Council under legal obligation; and
(c) at least one hundred employees of the company and its dependent companies are employed in the Netherlands.
3 The obligation to do so shall not apply to:
a. A company which is a dependent company of a legal person to whom the Articles 63f to 63j , the Articles 158 to 161 and 164 or the Articles 268 to 271 and 274 apply,
(b) a company whose activity is limited to, or substantially limited to, the management and financing of group companies, and of its and their holdings in other legal entities, provided that the employees are employed by the company and group companies are employed by a majority outside the Netherlands,
(c) a company which is exclusively or almost exclusively to a company referred to under (b) or in Article 153 (3) (b) , and provide management and financing services to the group companies and legal persons referred to in those provisions, and
(d) a company in which at least half of the subscribed capital is involved in cooperation between two or more legal persons subject to cooperation between the parties concerned and the Articles 63f to 63j , the Articles 158 to 161 and 164 or the Articles 268 to 271 and 274 apply or are dependent society of such a legal person.
4. The limit referred to in paragraph 2 of paragraph 2 shall be increased or reduced once more than once in the two years, proportional to the development of a price index to be indicated by a general measure of management since the date of such a measure the date of the date; it shall be rounded up to the nearest multiple of one million euro. The amount shall not be re-established for as long as the amount unrounded differs by less than EUR 1 million from the last amount determined.
5 Under the subscribed capital with the reserves, paragraph 2 (a) includes the joint and outstanding contribution of shareholders in the form of a lender of dependent companies which are limited partnerships, as far as possible. This does not lead to double counting.
1 The Articles 268-274 of this Book shall apply to a company which has been registered for a period of three years without interruption in respect of a subsidiary referred to in the previous Article; this period shall be deemed not to have been interrupted, if a cancellation of the option, which took place during that period of time, has been reversed.
2 The deletion of the tender on the ground that the company no longer fulfils the conditions laid down in the second paragraph of the previous article, does the application of the procedure Articles 268-274 of this Book shall end only if three years after the date of removal have elapsed and the company has not been obliged to do so again during that period.
3 The Company shall bring its Articles of Association in accordance with the Articles 268-274 for the purposes of its application, at the latest from the day on which those articles become applicable to it pursuant to paragraph 1.
4 At the next meeting after the company to which the Articles 268 to 274 or From 268 to 271 and 274 apply to comply with the conditions specified in the Articles 263 (3) , 264 (2) , 265 or 265a , the board at the general assembly does the proposal in the bylaws governing the manner of appointment and dismissal of commissioners and the task and powers of the board of directors without application of the Articles 268 to 274 Respectively Articles 268 to 271 and 274 , or the proposal, either whole or with the exception of: Article 272 continue to be applied. The decision shall be taken by an absolute majority of votes. The power of the General Assembly to take a decision to implement this Article cannot be limited.
5 At the latest 12 months after the decision referred to in paragraph 4 has been taken, the Steering Board shall submit to the General Assembly a proposal for the amendment of the Statutes. If the general meeting does not take a decision to amend the statutes, the office of the Court of Justice of the Court of Justice shall adopt the statutes at the request of the person empowered to do so by the following paragraph. The last two sentences of paragraph 4 shall apply mutatis mutandis.
6 A request for the adoption of the Statutes may be made by a duly appointed representative of the Board or of the Supervisory Board and by the person entitled to agenda as a result of the application of the Article 224a .
7 The office of office shall, if necessary, regulate the effects of the decision it has taken. The Registrar of the Works Chamber shall deposit a copy of the business office at the premises of the Commercial Register.
1 By way of derogation from Article 264 - Article 272 not for a company in which a holding for at least half of the subscribed capital is held:
a. by a legal person whose employees are employed by a majority outside the Netherlands or by dependent companies thereof
(b) by mutual arrangement for cooperation by a number of such legal persons or companies; or
(c) by mutual arrangement for cooperation by one or more of such legal persons and one or more legal persons for which Article 153 (3) (a) or Article 263 (3) (a) Or where the Articles 63f to 63j , the Articles 158 to 161 and 164 or the Articles 268 to 271 and 274 apply.
2 The exception referred to in the preceding paragraph shall not apply, however, if the employees are employed by a majority in the Netherlands, together with those employed by the legal person or legal persons.
3 For the purposes of this Article, employees shall be employed by a legal person, including the employees employed by group companies.
1 By way of derogation from Article 264 - Article 272 Not for a company in which:
(a) to provide or to provide the entire subscribed capital, or to provide or do two or more natural persons, under a mutual arrangement, to provide or do the whole of the subscribed capital;
b. a foundation, an association or a legal person as referred to in Article 1 to provide, or to provide, the entire subscribed capital, or to provide, for its own account, the entire subscribed capital for its own account, or to provide two or more of such legal persons, in accordance with a mutual arrangement between them.
2 The natural person referred to in paragraph 1 shall be treated in the same way as the spouse or the registered partner. Similarly, the blood relatives shall be treated in a straight line, provided that they have entered into a cooperation between them within six months of the death of the natural person.
The Minister of Justice may, after hearing the Social-Economic Council, waive one or more of the members of a company, at the request of a company. Articles 268-274 of this Book; the waiver may be subject to restrictions, and rules may be attached thereto; it may also be amended and repealed.
1 A company for which Article 264 of this Book cannot, by its Statute, govern the manner of appointment and dismissal of Commissioners and the task and powers of the Supervisory Board in accordance with Articles 268-274 of this Book if she or a dependent society has set up a Works Council on which Law on Works Councils apply. She may be Article 272 no longer apply. The rules referred to in this paragraph shall cease to be subject to the rules of association as soon as the works council ceases to exist or no longer apply to the works council. Law on Works Councils apply.
2 A company for which Article 265 or 265a the power of appointment and dismissal of directors may be regulated in accordance with Article 272 .
1 The company shall have a board of directors.
2 The Supervisory Board shall consist of at least three members. If the number of Commissioners is less than three, the Council shall immediately take measures to supplement its membership.
3 The supervisory board shall draw up a profile for its size and composition, taking into account the nature of the undertaking, its activities and the necessary expertise and background of the Commissioners. The Council shall examine the profile for the first time in its adoption and thereafter at any change in the general meeting and with the works council.
Subject to paragraph 9, the Commissioners shall be appointed by the General Assembly, on a proposal from the Supervisory Board, to the extent that the appointment has not already been made by the instrument of establishment or before the said Article has been made on the company has become applicable. The nomination shall state the reasons for its decision. Without prejudice to the provisions of Article 270, the statutes may not restrict the circle of persons to which they are appointed.
5 The General Assembly and the Works Council may recommend to the supervisory board any person to be nominated as commissioner. The Council shall notify them in good time when, as a result of which, and in accordance with which profile, a place must be taken in the middle of the situation. If, for the place, the reinforced right of recommendation referred to in paragraph 6 applies, the Supervisory Board shall also inform it thereof. The board of directors shall make the nomination known simultaneously to the general assembly and to the works council. The nomination shall state the reasons for its decision.
6 For one-third of the members of the supervisory board, the supervisory board places a person recommended by the works council on the nomination unless the board of directors objects to the recommendation. The recommended person is expected to be unfit for the performance of the task of the Commissioner, or that the supervisory board will not be properly constituted under the recommendation as recommended. If the number of the members of the Supervisory Board is not three, the next less than three shall be taken into account for the purpose of determining the number of members for which this enhanced right of representation is to be determined. Recommendation applies.
7 If the Supervisory Board objects, it shall inform the works council of the objection, giving the reasons for its decision. The Council shall without delay enter into consultation with the Works Council for the purpose of reaching agreement on the nomination. If the Supervisory Board finds that no agreement can be reached, a duly appointed representative of the board shall request the office of the Amsterdam Court of Justice to declare the objection well founded. The application shall not be lodged earlier than after four weeks have elapsed after the commencement of consultation with the works council. The supervisory board shall place the recommended person upon nomination if the company's office declares the objection unfounded. If the company's office declares its objection, the Works Council may make a new recommendation in accordance with paragraph 6.
8 The business office calls on the works council. No appeal shall be opened against the decision of the office of the office of business. The Enterprise Chamber cannot pronounce a conviction in the costs of the proceedings.
9 The general meeting may, by an absolute majority of the votes cast, represent at least one third of the subscribed capital, reject the nomination. If, by an absolute majority, the shareholders abstain in support of the candidate, but that majority does not represent at least one third of the subscribed capital, a new meeting may be convened in which: the nomination may be rejected by an absolute majority of votes. The Supervisory Board will then make a new nomination. Paragraphs 5 to 8 shall apply. If the general meeting does not appoint the nominee and does not decide on the rejection of the nomination, the supervisory board shall appoint the nominee.
10 The general meeting may delegate to a committee of shareholders the power to which it assigns for a period of time to be determined by it for a period not exceeding two consecutive years; in that context it shall not the Supervisory Board shall give the Commission the notification of paragraph 5. The general meeting can be undone at any time.
11 For the purposes of this Article, the Works Council shall mean the works council of the company or of the undertaking of a dependent company. If there is more than one works council, the powers of this article shall be exercised by those councils separately; if there is a nomination as referred to in paragraph 6, the powers of this paragraph shall be jointly determined by those councils. - Where a central works council is set up for the undertaking or undertakings concerned, the powers of the works council under this Article shall be the responsibility of the central works council.
12 The statutes may derogate from paragraphs 2, 4 to 7 and 9, except that the first two sentences of paragraph 9 may not be waived. The decision to amend the statutes shall require the prior approval of the supervisory board and the agreement of the works council.
1 Lack all Commissioners, other than in the light of the Article 271a The appointment shall be made by the general meeting.
2 The works council may recommend individuals for appointment to the Commissioner. The person convening the general meeting shall inform the works council in good time of the fact that the appointment of the Commissioners will be the subject of discussion in the general assembly, stating whether the appointment of a Commissioner is taking place. in accordance with the right of recommendation of the works council on the basis of Article 268 (6) .
3 The provisions of paragraphs 6, 7, 8, 10 and 11 of the previous Article shall apply mutatis mutandis.
Commissioner may not be:
(a) persons employed by the company;
b. persons employed by a dependent society;
(c) directors and persons employed by an employee organisation which commits to be involved in the establishment of the conditions of employment of the workers A and B persons referred to.
1 A Commissioner will resign, if he has been a Commissioner after his last appointment four years. The term of office may be extended by the statutes until the day of the next general meeting after the expiry of the four years or after the date on which this Article is to be applied to the legal person.
2 The Amsterdam Court of Appeal may dismiss a Commissioner on a request for reasons of neglect of his or her duties, for reasons of other important reasons or of major change in the circumstances under which the Court of Justice Enforcement as Commissioner may not reasonably be required of the company. The request may be submitted by the company, represented by the supervisory board, and by a duly appointed representative of the general assembly or of the works council, as referred to in Article 4 (2). paragraph 11 of Article 268 . paragraphs 10 and 11 of Article 268 shall be applicable mutatis mutandis.
3 A Commissioner may be suspended by the Supervisory Board; the suspension shall be automatic if the company does not request, within one month of the commencement of the suspension, a request as referred to in the previous member of the company's office. submitted.
1 The general meeting may, by an absolute majority of the votes cast, represent at least one third of the subscribed capital, raise confidence in the supervisory board. The decision shall state the reasons for its decision. The decision may not be taken in respect of any of the commissioners appointed by the company's office in accordance with paragraph 3.
2 A decision as referred to in paragraph 1 shall not be taken after the Steering Board has notified the works council of the proposal for the decision and the grounds for this purpose. The notification shall be given at least 30 days before the general meeting in which the proposal is addressed. If the works council adopts a position on the proposal, the board shall inform the supervisory board and the general meeting of this position. The Works Council may comment on its position in the general meeting.
The decision referred to in paragraph 1 shall result in the immediate dismissal of the members of the supervisory board. In this case, the Board of the Court of Justice requests that one or more Commissioners be asked to do so without delay to the Amsterdam Court of Justice. The Enterprise Chamber regulates the consequences of the appointment.
4 The Supervisory Board shall promote the composition of a new Council within a time limit set by the office-room, taking into account: Article 268 .
The supervisory board appoints the directors of the company; this power cannot be restricted by any binding proposal. He shall notify the general meeting of a proposed appointment of a director of the company; he shall not discharge a director after hearing the general meeting on the intended dismissal. The Tenth paragraph of Article 268 shall apply mutatis mutandis.
1 The approval of the supervisory board shall be subject to the decisions of the Steering Board on:
(a) the issue and the acquisition of shares and debt securities of the company or of debt securities from a limited partnership or company under the firm of which the company is fully liable;
(b) cooperation in the issue of certificates in the name of shares;
(c) Applications for the admission of debt securities referred to in (a) and (b) to trading on a regulated market or a multilateral trading facility, as referred to in Article 3 (2), Article 1: 1 of the Law on Financial Supervision whether a system comparable to a regulated market or multilateral trading facility from a State which is not a Member State or the application of a revocation of such authorisation;
(d) the conclusion of, or the conclusion of, the lasting cooperation of the company or a dependent company with another legal person, a company or as a wholly liable partner in a limited partnership or company under the conditions of a firm, where such cooperation or broadening is of major importance to the company;
e. the taking of a holding in the value of at least one quarter of the amount of the subscribed capital with the reserves according to the statement of the company, by its or a dependent company in the capital of a company the other company, and the substantial increase or reduction of such participation;
(f) investments which require an amount equal to at least a fourth part of the subscribed capital and the reserves of the company according to its statement of accounts;
g. a proposal for amendment of the Statutes;
(h) a proposal for the winding-up of the company;
i. declaration of bankruptcy and application for surcharges of payment;
j. termination of the employment contract of a significant number of employees of the company or of a dependent company simultaneously or within a short time frame;
(k) substantial change in the working conditions of a significant number of employees of the company or of a dependent society;
(l) a proposal for a reduction in the subscribed capital.
2 The lack of approval of the supervisory board in a decision as referred to in paragraph 1 shall not affect the powers of representation of the board or directors.
1 By way of derogation from Article 268 (1) can be applied to Article 239a In that case, the provisions of Article 268 (2) to (12) of the Supervisory Board shall be the subject of the provisions of the Board of Commissioners. 269 , 270 , 271 and 271a applicable, mutatis mutandis, to the non-executive directors of the company.
2 If application is given to Article 239a , the non-executive directors shall appoint the executive directors of the company; this power cannot be restricted by any binding proposal. Article 272, second and third sentences , shall apply mutatis mutandis.
3 Of the application of Article 239a (3) shall be excluded from the decisions of the Steering Board in the sense of Article 274 .
4 If application is given to Article 239a (1) require decisions to be taken within the meaning of Article 274 (1) the approval of the majority of the non-executive directors of the company. The lack of approval shall not affect the powers of representation of the board or directors.
1 A foundation shall be a legal person established by an act, which has no members and is intended to achieve, by means of an instrument intended for that purpose, a target set out in the Statutes.
2 If the statutes provide one or more persons with the power to fulfil the foundation's bodies in the performance of the Foundation's organs, it shall not be regarded as having the meaning of its members.
3 The purpose of the foundation shall not be to make payments to parents or to those who are part of its organs or to others, unless, in the case of the latter, benefits have an object or social effect.
1 A foundation shall be established by notarial deed.
2 The deed must be given past in the Dutch language. If the foundation has its seat in the province of Fryslân, the deed in the Frisian language can be the past. A power of attorney to cooperate with the instrument must have been granted in writing. The foundation can be set up by a disposition of property, made by a notarial deed which is in a foreign language; the constitution of the foundation must also be written in the Dutch or Frisian language.
3 The instrument shall contain the Statute of the Foundation.
4 The statutes must include:
a. the name of the foundation, with the word foundation as part of the name;
b. the purpose of the Foundation;
c. the manner of appointment and dismissal of directors;
(d) the municipality in the Netherlands where it has its registered office;
e. the destination of the surplus after liquidation of the foundation in case of dissolution, or the way the destination will be determined.
5 The notary, in respect of whom the deed is past, shall ensure that the statutes contain what is referred to in paragraphs 2 to 4. In the event of failure to act, he shall be liable personally to those who have suffered harm.
In the absence of any designation of a seat in the statutes, the foundation shall have its seat in the municipality, where the notary for whom the deed is past had its place of employment at the time of the passing of the instrument.
1 The directors shall be obliged to register the foundation and the name, surname and place of residence or the last place of residence of the founder or founders on the commercial register and an authentic copy or an authentic extract from the date of entry into the commercial register. to deposit the instrument of establishment containing the statutes, at the margins of that register.
2 As long as the declaration of first registration and deposit has not been effected, each director shall be jointly and severally liable for a legal act linking him to the foundation.
1 Subject to restrictions in accordance with the Statute, the Board shall be responsible for governing the foundation.
2 Only if this arises from the Statute, the Steering Board shall have jurisdiction to conclude contracts for the acquisition, disposal and encumbrance of the goods and to enter into agreements to which the Foundation shall, as such, be the guarantor of, or joint debtors, the guarantor of a third party, or a guarantor of a debt of another. The Statutes may bind this power to restrictions and conditions. The exclusion, restrictions and conditions shall also apply to the powers of representation of the foundation in respect of these acts, unless otherwise provided for by the statutes.
1 The board represents the foundation, as far as the law does not result otherwise.
2 The statutes may also assign responsibility for representation to one or more directors. They may provide that a driver may represent the foundation only with the cooperation of one or more others.
3 Competence to represent representation of the Board or to a director is unlimited and unconditional to the extent that the law does not otherwise result. A legally permissible or prescribed restriction on, or condition for, representation may be relied upon only by the foundation.
4 The statutes may also confer powers of representation on persons other than directors.
The statutes of the Foundation may be amended by its institutions only if the articles of association open up to that effect. The amendment must be made by a notarial document on the basis of a penalty of nullity. The directors shall be obliged to deposit an authentic copy of the amendment and the amended statutes at the premises of the Article 289 of this Book.
1 If unchanged enforcement of the statutes would lead to consequences which could not reasonably have been envisaged by the establishment, and the statutes do not provide for the possibility of amendment or if they have the power to amend it, failure to act, the court may, at the request of a founder, the board, or the public prosecutor ' s office, amend the statutes.
2 The court deviates as little as possible from the existing statutes; if a change of purpose is necessary, it designates a target that is related to the existing one. Subject to the foregoing, the court shall have jurisdiction, if necessary, to amend the statutes in any other way than has been requested.
3 With corresponding application of the two previous members, the court may amend the statutes to dissolve the foundation on a ground as stated in Article 21 or Article 301 (1) (a) to be avoided.
Any decision to amend the statutes may be destroyed by the court at any time at the request of the foundation, of any interested party or public prosecutor, if the change has the effect of dissolving the foundation. on a ground as specified in the Articles 21 or 301 paragraph 1 , and that change does not lead to transposition. Incidentally, his Article 15 paragraphs 3 and 4 and Article 16 applicable.
In a dispute, in which the dissolution of a foundation on a ground as stated in Article 21 or 301 paragraph 1 (a) The Court of Justice may, of its own motion, be called upon to exercise the powers specified in the two preceding Articles.
1 In the case of serious doubts as to whether the law or the statutes are complied with in good faith, or the administration is properly conducted, the prosecutor shall be entitled to request information from the administration.
2 In the case of non-or non-satisfactory satisfaction of the request, the court ' s provision judge may, on request, recommend that the books, documents and other data carriers of the foundation for consultation be available to the public prosecutor the values of the foundation shall be shown. No appeal or cassation shall be open against the order of the provision of supply.
1 This Article shall apply to the Foundation which:
a. By or under the law required to establish a financial accountability equivalent or equivalent to a Financial Statements as intended in Title 9 ; and
b. on two consecutive balance sheet dates, without interruption subsequently on two consecutive balance sheet data, has failed to meet at least two of the requirements as specified in Article 397 paragraphs 1 and 2 .
Article 398 (5) shall apply. For the application of Article 397 (1) (b) , instead of the net turnover, the total of the operating income shall be read as a total of the income to the extent that the foundation incorporates them into financial accounts or under special legislation.
2 To pilot of a foundation referred to in paragraph 1, the following shall not be appointed:
a. Persons who are not the executive director of more than two legal persons if the Commissioner or, if the administrative tasks of a legal person are distributed between the executive and non-executive directors, are not executive directors;
(b) persons who are chairman of the (supervisory) board of a legal person or of the management of a legal person if the administrative tasks are distributed between executive and non-executive directors.
3 For the purposes of this Article:
(a) shall be treated as a member of a supervisory body established by, or under the statutes of, a legal person;
(b) the appointment of several legal entities together in a group as one to be appointed;
(c) The reference to legal persons is the legal form of the public limited liability company and the limited liability company which is not subject to two consecutive balance sheet dates, without interruption on two consecutive balance-sheet dates, Has met at least two of the requirements as specified in Article 397 paragraphs 1 and 2 , the foundation as referred to in the Article 297a (1) ;
d. is a temporary appointment according to Article 349a (2) or Article 356 (c) not as appointment;
e. becomes the appointment of a member of the supervisory board or not executive director to a fund as referred to in the general measure of management on the basis of Article 106a of the Pensions Act and Article 110a of the compulsory occupational pension scheme Act counting in accordance with the standards in this general measure of administration.
4 The nullity of the appointment on the basis of the preceding paragraphs does not affect the legal validity of the decision-making to which it participated.
1 Where a supervisory board is established by a foundation as referred to in Article 297a (1) , may not be appointed to that body: persons who are Commissioner or non-executive director of five or more other legal entities. The chairmanship of the supervisory board or board, if the administrative tasks are divided between executive and non-executive directors, shall count double.
2 For the purposes of this Article:
(a) shall be treated as a member of a supervisory body established by, or under the statutes of, a legal person;
(b) the appointment of several legal entities together in a group as one to be appointed;
(c) The reference to legal persons is the legal form of the public limited liability company and the limited liability company which is not subject to two consecutive balance sheet dates, without interruption on two consecutive balance-sheet dates, Has met at least two of the requirements as specified in Article 397 paragraphs 1 and 2, "foundation" as referred to in Article 297a (1) ;
d. is a temporary appointment according to Article 349a (2) or Article 356 (c) not as appointment;
e. becomes the appointment of a member of the supervisory board or not executive director to a fund as referred to in the general measure of management on the basis of Article 106a of the Pensions Act and Article 110a of the compulsory occupational pension scheme Act counting in accordance with the standards in this general measure of administration.
3 The invalidity of the appointment on the basis of the preceding paragraphs does not affect the legal validity of the decision-making to which it participated.
1 A driver who:
a. Something does or fails in violation of the provisions of the law or of the Statute, or is guilty of maladministration; or
b. Not properly or not properly condone by a court ' s facility judge, according to Article 297 , given orders, can be dismissed by the court. This may be done at the request of the State Department or any interested party.
2 The court may, pending the investigation, strike preliminary provisions in the board and suspend the driver.
3 A director fired by the court may not become a director of a foundation for five years after the dismissal.
Whenever the administrative board is wholly or partly absent and does not provide for it in accordance with the Statute, the court may, at the request of any interested party or the public prosecutor, in the performance of the The empty space provided. The court shall, as far as possible, consider the statutes.
A foundation which maintains one or more undertakings which are to be entered in the commercial register under the law shall state the net turnover of those undertakings with regard to the State of income and expense.
1 Annually within six months of the end of the financial year of a foundation intended to Article 360 (3) Unless this time limit has been extended for a period not exceeding four months by the institution referred to in paragraph 3 on the basis of special circumstances, the Steering Board shall issue accounts and submit it to those who are part of the body referred to in paragraph 3. For the inspection of the Foundation's premises. Within this period, the Steering Board shall also submit the Article 392 (1) contain information to be added to those who are part of the body referred to in paragraph 3 and to the management report, unless Article 396 (7) as far as the management report is concerned; or Article 403 Apply to the foundation. Those members of the institution referred to in paragraph 3 shall be free to obtain a copy of such documents free of charge.
2 The annual accounts are signed by the directors and by those who are part of the supervisory organ; the signature of one or more of them is lacking, and the reason for that is that there is a statement of reason.
3 The annual accounts shall be fixed at the latest one month after the end of the period of time by the body responsible for this purpose in accordance with the Statute. If the statutes do not confer such powers on any body, such powers shall be conferred on the supervisory body and, in the absence thereof, to the Board of Governors.
4 A foundation as referred to in Article 360 (3) the reserves prescribed by the law shall be deprived of a deficit only to the extent permitted by the law.
5 Our Minister for Economic Affairs may dispense with the obligation to draw up, present and determine the financial statements for important reasons. Section 4.1.3.3 of the General Administrative Law Act shall apply to these requests for a derogation.
The Articles 131 , 138 , 139 , 149 and 150 shall be applicable mutatis mutandis in the event of bankruptcy of a foundation subject to the taxation of corporation tax.
1 The court shall de-bind the foundation upon the request of any interested party or public prosecutor, if:
a. the ability of the foundation itself is insufficient for the achievement of its purpose, and the possibility that a sufficient amount of funds will be obtained by contributions or by other means in the foreseeable future is highly unlikely;
b. the purpose of the foundation has been reached or is no longer possible to be reached, and change of purpose is not to be considered.
2 The court may also automatically decompose the foundation at the same time as the rejection of a request as referred to in Article 294 .
In the force of res judiced court judgments, containing:
the removal, replenishment or amendment of the attached document,
Amendment of the Statute of the Foundation;
change of, or provision of, the management; or
destruction of a decision amending the Statutes,
shall be taken by the care of the Registrar of the College for which the case was last registered in the Article 289 of this Book mentioned.
In the event of bankruptcy or receivership payment of a foundation, the notices shall be made under the conditions of Bankruptcy Act in the Official Gazette shall be entered in the register by the person responsible for the disclosure, including in the register, as provided for in Article 289 of this book, specified.
1 The participants in a pension fund or to a fund as referred to in Article 631 (3) C , of Book 7 , be used for the application of Article 285 of this Book not considered as members of a foundation that works as such fund.
2 For the purposes of applying Article 285 (3) of this Book are the benefits of founders of such a foundation or of those who are part of its organs, not the benefits arising from a right to a pension or from a claim under a contract of employment in which a pension is beding as intended Article 631 (3) C , of Book 7 It's included.
1 The provisions of this Title shall apply to the association, the cooperative, the mutual guarantee company, the foundation, the public limited liability company and the limited liability company.
2 They shall not apply to associations without full jurisdiction and to associations of apartment owners.
3 This Title also applies to a limited liability company, a private limited liability company, or a European Cooperative Company which merges with a Capital Company or Cooperative Company to the right of another Member State of the European Union or the European Economic Area.
Merger shall be the legal act of two or more legal persons where one of them obtains the assets of the other under the general title or where a new legal person established by them together with that act may, under the terms of Article 1 (2), apply to General title obtains.
1 Legal persons may be merged with legal persons having the same legal form.
2 The acquiring legal person is newly created, and it must be in the legal form of the merging legal entities.
3 For the purposes of this Article, the joint-stock and the private company shall be considered to be legal persons having the same legal form.
4 A acquiring association, cooperative, mutual guarantee company or foundation may also be merged with a public limited or limited company whose shares it holds. A recipient foundation, public limited or private company may also be merged with an association, cooperative or mutual guarantee company of which it is the sole member.
5 A disbanded legal person may not merge, if a benefit has already been made by way of liquidation.
6 A legal person may not merge during bankruptcy or surséance of payment.
1 With the exception of the transferee legal person, the merging legal entities shall be held by the entry into force of the merger.
2 The members or shareholders of the dismissing legal entities shall be members or shareholders of the acquiring legal person, except in the cases of the Articles 310 (4) , 325 (4) , 330a , 333 , 333a or 333h paragraph 3 , or, where, under the terms of exchange, the shares do not even have a right to a single share.
1 The boards of legal persons to be merged shall draw up a proposal for a merger.
2 This proposal shall contain at least:
the legal form, the name and the registered office of the legal persons to be merged;
(b) the statutes of the acquiring legal person as they are and, as they will after the merger, or, if the acquiring legal person is newly created, the draft instrument of establishment;
c. which rights or fees due Article 320 be assigned to the acquiring legal person to those who, unlike a member or a shareholder, have special rights vis-a-vis the dislocated legal persons, such as rights to a distribution of profits or to the taking of shares; and as of which time;
d. any benefits in connection with the merger may be granted to a director or a commissioner of a legal person to be merged or to any other person involved in the merger;
e. the intentions regarding the composition following the merger of the board and, if there will be a supervisory board, of that board;
f. the date from which financial information will be accounted for in the financial statements or other financial accounts of the acquiring legal person, for each of the dismissing legal persons;
g. the proposed measures in relation to the transition from membership or shareholding of the dislocated legal persons;
h. the intentions regarding the continuation or termination of work;
(i) who must approve the merger decision, where appropriate.
3 The proposal for a merger is signed by the directors of each legal person to be merged; missing the signature of one or more of them, shall be notified of the signature of one or more of them.
4 Unless all the merging legal persons are associations or foundations, the proposal for a merger must have been approved by the supervisory boards and is signed by the Commissioners; missing the signature of one or more of them; The following shall be reported as a statement of reasons. The proposal also mentions the impact of the merger on the size of the goodwill and the returnable reserves of the recipient legal person.
1 In a written explanation, the board of each legal person to be merged gives the reasons for the merger with a statement on the expected impact on the work and an explanation from the legal, economic and social point of view.
2 If the last financial year of the legal person, on which a financial statement or other financial accountability has been established, exceeds six months before the deposit or disclosure of the proposal to merge, the board shall make a the financial statements or the interim assets drawn up. This shall relate to the state of the assets at the earliest on the first day of the third month for the month in which it is lodged. The power line shall be drawn up in accordance with the classification and valuation methods used in the last or other financial statements or other financial accounts, unless the reasons for the calculation of the assets are justified on the basis of the statement of the Current value is significant in terms of book value. The funds to be set aside under the Act or the Statute shall be included in the power arrangement.
3 In the cases of Articles 310 (4) and 333 shall not be required to explain the dismissing legal person, except where other than the acquiring legal person has a special right to the dismissing legal person, such as a right to benefit from profits or to the taking of shares.
4 Paragraph 1 shall continue to apply if the members or shareholders of the merging legal persons agree to that effect.
5 Paragraph 2 shall continue to apply if a legal person complies with the requirements relating to the half-yearly financial reporting in question: Article 5:25d of the Financial Supervision Act .
1 In the case of a commercial register, each of the legal persons to be merged shall lay down or make public by electronic means at the commercial register:
a. the proposal for a merger,
(b) the last three financial statements or other financial statements of the legal persons to be merged, including the certificate of auditors in so far as they are or are to be made available for inspection;
(c) the annual reports of the legal persons to be merged over the past three years, provided that they are or are to be made available for inspection;
d. Mid-term capital gains or non-established financial statements, as required by Article 313 (2) and to the extent that the financial statements of the legal person must be available for inspection.
2 At the same time, the Steering Board shall, together with the explanatory notes of the boards, place the documents, including annual accounts and annual reports which do not have to be available for inspection, at the right of the legal person or, in the absence of a decision, by the legal person. from an office, to the place of residence of a driver, or makes it accessible by electronic means. The documents shall be open until the time of the merger and, at the address of the recipient legal person, by a driver of that person six months later, to inspection or to be made available electronically, to the members or shareholders and to those who have a special right to the legal person, such as a right to a benefit of profits or to the taking of shares. They may obtain a copy thereof free of charge during this period. A copy may be given electronically if any member or shareholder has agreed to do so. The legal person shall not be required to provide copies in the event that members or shareholders have the option of storing an electronic copy of the documents.
3 The legal persons to be merged shall announce in a nationally distributed newspaper that the documents are deposited or accessible, indicating the public records in which they are situated or are accessible electronically and from the address at which they are issued pursuant to paragraph 2 shall be available for inspection or by electronic access.
4 If the works council or the co-determination council of a legal person to be merged or an association of employees which has employees of the legal person or of a subsidiary among its members, give written opinions or observations in writing The second to the fifth sentence of paragraph 2 shall apply mutatis mutandis, at the same time as the proposal for a merger or immediately after receipt is lodged, at the address referred to in paragraph 2.
5 If the boards of the merging legal persons amend the proposal for merger, the provisions of paragraphs 1 to 4 shall apply mutatis mutandis.
6 Paragraphs 2 and 4 do not apply to foundations.
1 The board of each legal person to be merged shall be obliged to inform the General Assembly and the other legal entities to be merged in respect of any significant changes in the assets and liabilities in respect of the transfer of assets and liabilities, following the proposal to merge have influenced a merger proposal or in the notes on the accounts.
2 For a foundation, this obligation shall apply to those who, according to the statutes, must approve the merger.
3 Paragraph 1 shall continue to apply if the members or shareholders of the merging legal persons agree to that effect.
1 At least one of the legal persons to be merged shall, on the basis of a statement of opposition as referred to in the following paragraph, lodge a security for any creditor of such legal persons who so desire or give him another security. for the satisfaction of his claim. This does not apply if the creditor has sufficient assurances that the state of power of the acquiring legal person after the merger will not provide less assurance that the claim will be met, than before.
2 To one month after the deposit or disclosure of the proposal for merger, all the legal persons to be merged have announced that any creditor may, by a petition to the court against the proposal for a merger, be opposed to it by indication of the security required. The court rejects the request, if the applicant has not made it plausible that the power state of the acquiring legal person after the merger will provide less assurance that the claim will be met, and that of the legal person not adequate guarantees have been obtained.
3 Before the court decides, he may give the legal persons the opportunity of giving him a security as defined by him within a period prescribed by him.
4 If an objection has been made in good time, the instrument of merger may be taken before the action has been taken as soon as the opposition has been withdrawn or the removal of the resistance is enforceable.
5 If the instrument of merger has already been the subject of a past, the court may order the provision of a guarantee as defined by the judge and shall attach a periodic penalty to it.
1 The decision to merge shall be taken by the general meeting; in a foundation, the decision shall be taken by the person who may amend the statutes or, if no other person may, by the board. The decision may not deviate from the proposal for a merger.
2 A decision to merge may be taken only after one month after the date on which all the merging legal entities have announced the deposit or disclosure of the proposal for merger.
3 A decision to merge shall be taken in the same way as a decision amending the statutes. If the Act for a Decree amending the Statute requires the consent of all shareholders or certain shareholders, then this also applies to the decision to merge. If the statutes require approval, this also applies to the decision to merge. If the statutes require different majorities for the amendment of individual provisions, the largest of them is required for a merger decision, and the articles of association are to be amended, the votes of all the members of the require voting members or shareholders, except where those provisions will apply without prejudice to the merger.
4 Paragraph 3 shall not apply to the extent that the articles of association provide a different arrangement for decisions of merger.
5 A decision to merge a foundation need to be approved by the court, unless the statutes allow it to amend all the provisions thereof. The court rejects the request, if there are reasonable grounds to believe that the merger would be contrary to the importance of the foundation.
6 If it concerns a merger of a legal entity which is an investment entity as defined in the Law on financial supervision of which the object is the collective investment of capital raised from the public with the application of the principle of risk-spreading and of which the units of the investment institution shall be responsible for the rights of the investment institution at the request of the holders to be repurchased or refunded directly or indirectly, the statutes may require no more than three quarters of the votes cast for the merger decision. Any act of such an investment enterprise shall be treated in the same way as any act of such an investment enterprise in order to prevent a significant deviation from the net asset value of its participation rights.
1 The merger shall be made by notarial deed and shall take effect from the day following that on which the act is past. The act may only be taken within six months of the date of the announcement of the deposit or publication of the proposal or, failing that, within one month of the revocation or after the removal of the objection, whichever is the result. has become enforceable.
2 On the basis of the act, the notary declares that it has been found that the formal requirements have been complied with for all the decisions which the latter and the following section and the statutes require for the establishment of the merger and that for the remainder, the they have been complied with in this and the following sections and the rules laid down in the Statute.
3 The acquiring legal person shall register the merger in the commercial register within eight days of the death of the person. A copy of the instrument of merger shall be deposited with the notarial declaration at the premises of that register.
4 The recipient legal person shall within one month declare the merger to the managers of other public registers in which the transfer of rights or the merger may be registered. If the merger involves a register of the acquiring legal person, it shall be mandatory within that period to the depositary of the public registers referred to in Article 4 (2). Section 2 of Title 1 of Book 3 , to offer the documents required for the registration of the merger.
1 The right and the use of the right to a right of membership or to the shares of the dislocated legal persons shall be based on the rights of that person's entitlement to membership.
2 Rest of the pledge or usufruct on a right of membership or on shares for which there is nothing to replace, the acquiring legal person must give an equivalent replacement.
1 He, other than a member or shareholder, has a special right to a dislocated legal person, such as a right to a benefit of profit or to the taking of shares, must be an equivalent right in the recipient legal person receive, or compensation.
2 The compensation shall be determined by one or more independent experts, in the absence of agreement of one or more independent experts, by the jurisdiction of the court of the district in which the person concerned is not place of residence of the acquiring legal person.
3 Article 319 shall be applicable, mutatis mutandis, to a pledge or a usufruct based on the special rights.
1 At the time of the day from which the acquiring legal person will account for the financial data of a dismissing legal person in its own annual accounts or other financial accounts, the last financial year of that disappearances shall be ended.
2 The obligations regarding the annual accounts or other financial accounts of the dismissing legal persons shall be subject to the merger of the acquiring legal person.
3 Valuation Differences between the accounting of assets and liabilities in the final financial statements or other financial accounts of the dislocated legal entities and in the first financial statements or other financial accounts in which the that the acquiring legal entity justifies these assets and liabilities, must be explained.
4 The acquiring legal person must form legal reserves in the same way as to which the disappearances of legal persons had to hold legal reserves, unless the legal basis for holding them has expired.
1 If, as a result of the merger, an agreement of a merging legal person is not maintained in the form of a measure of reasonableness and equity, the court shall amend the agreement upon application by one of the members of that merger. parties. Retroactive effect may be granted to change or dissolution.
2 The power to set the claim shall lapse within six months of the deposit of the act of merger at the premises of the public records of the place of residence of the merged legal persons.
3 If the alteration or termination of the agreement damages the other party, the legal person shall be liable for the reimbursement of such compensation.
1 The judge can only destroy a merger:
a. Where the act of merger signed by a notary is not an authentic scripture;
b. for failure to comply with Article 310 (5) and (6) , Article 316 (4) or 318 paragraph 2 ;
c. for nullity, not in force, or a ground for the destruction of a decision of the General Assembly or, in a foundation, of the Board, required for the merger;
d. for failure to comply with Article 317 (5) .
2 Destruction shall be effected by a judgment of the court of the place of residence of the recipient legal person upon a claim against the legal person of a member, shareholder, driver or other person concerned. A merger not destroyed by the court shall be valid.
3 The power to set the claim for destruction shall be extingued by the restoration of the default or by the course of six months following the deposit of the act of merger on the commercial register.
4 The merger shall not be destroyed:
(a) if the legal person has recovered from default within a period to be determined by the court,
(b) if the effects of the merger which have already been taken may be undone.
5 The plaintiff has suffered damage to the merger because of an omission which could have led to the annulment and does not destroy the merger, the court may order the legal person to pay compensation for the damage. The legal person has a story on the culprits of failure and, up to the advantage of the benefit enjoyed, on those who have been given preferential treatment by default.
6 By the care of the Registrar of the court of first instance where the action was last pending, the destruction shall be entered in the Commercial Register.
7 The legal persons shall be jointly and severally liable for any commitments arising from the legal person in which they were merged, after the merger and before the destruction is entered on the commercial register.
8 The irrevocable statement to the destruction of a merger is binding for each. Opposition by third parties and revocation are not permitted.
This Section shall apply where a public limited or limited company is merged.
1 If shares or certificates of shares in the capital of an merged company are admitted to trading on a regulated market or a multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision whether a system comparable to a regulated market or multilateral trading facility is from a non-Member State, the terms of exchange may be dependent on the price of those shares or certificates on that market on one or more of the shares in that market. The number of times to be determined in the merger proposal, situated for the day on which the merger takes effect.
2 If, under the terms of exchange of the shares, there is a right to money or claims, the combined amount may not exceed one tenth of the nominal amount of the shares allocated.
3 In the case of the instrument of merger, the recipient company may withdraw shares in its capital which it holds or another merging company up to the amount of the shares which it assigns to its new shareholders. The Articles 99 , 100 , 208 and 216 do not apply to this case.
4 Shares in the capital of the disappearing companies held by, or on behalf of, the merging companies are dilapidated.
The proposal for a merger mentions in addition to the Article 312 said data:
a. the exchange ratio of the shares and, where applicable, the size of the payments under the terms of exchange;
From what point of time and to what extent, the shareholders of the disappearances companies will share in the profits of the recipient company;
c. how many shares will be withdrawn, if any, with the application of Article 325 (3) ;
d. the effects of the merger on the holders of voting-free or profit-free shares;
e. the amount of compensation for a share when applying Article 330a ;
f. the total amount for which the maximum amount is to be applied Article 330a compensation may be requested.
In the explanatory memorandum to the proposal for merger, the Board of Management shall indicate:
a. according to which method or methods the exchange ratio of the shares has been established;
(b) whether this method or methods fit in the given case;
c. which valuation leads to any method used;
d. if more than one method has been used, or the relative weight of the methods used in social traffic may be considered as acceptable under the valuation; and
e. any particular difficulties that may have been encountered in the valuation and in the determination of the exchange ratio.
1 An auditor appointed by the Board as referred to in Article 393 examine the proposal for merger and state whether the proposed terms of exchange of the shares, having regard to the attached documents, are reasonable in view of their assessment. It must also state that the sum of the own capacities of the dislocated companies, each determined on the day on which its financial statements or interim assets are drawn up, shall apply in the case of social security as a whole. Valuation methods considered acceptable were at least equivalent to the nominal paid-up amount on the joint shares that their shareholders obtain under the merger, plus payments on which they are entitled under the terms of exchange Have and increased the total amount of compensation to which shareholders on the basis of Article 330a You may be entitled to apply
2 The auditor must also draw up a report, in which he gives his opinion on the communications referred to in Article 2 (2). Article 327 .
3 If two or more of the merging companies are limited companies, only the same person shall be appointed as the auditor if the chairman of the Works Chamber of the Court of Justice of the Court of Justice of the European Parliament decides on their unanimous Request approved.
The auditors are equally entitled to research in all merging companies.
5 On the statement of the auditor is Article 314 of corresponding application and of the report paragraphs 2 and 3 of Article 314 .
6 The first sentence of paragraph 1 and paragraph 2 shall continue to apply if the shareholders of the merging companies agree.
Article 314 (2) shall also apply to holders of certificates of its shares issued with the assistance of a public limited company and for the benefit of those to whom Article 227 (2) the right to the meeting is to be granted in a private company.
1 For the decision to merge the general assembly, a majority of at least two third parties shall be required in each case if less than half of the subscribed capital is represented at the meeting. In the case of a merger of a company which is an investment enterprise within the meaning of the Law on financial supervision of which the object is the collective investment of capital raised from the public with the application of the principle of risk-spreading and of which the units are entitled directly to the assets of the company at the request of the holders. or indirectly to be repurchased or refunded, the required majority may not exceed three quarters. Any act of such an investment enterprise shall be treated in the same way as any act of such an investment enterprise in order to prevent a significant deviation from the net asset value of its participation rights.
2 There are shares of a particular kind or designation, then in addition to the decision to merge the general meeting requires a prior or simultaneous adoption decision of each group of holders of shares of a similar kind or designation the rights whose rights are affected by the merger. Article 231 (4) shall not apply in respect of a decision to merge. Article 226 (2) shall not apply in respect of a merger as referred to in Article 333h . Approval may take place only after one month after the date on which all the merging companies have announced the deposit or disclosure of the proposal for merger.
3 The minutes of the general meetings in which the merger is decided or approved under paragraph 2 shall be drawn up in the case of a notarial deed.
1 Where the recipient company, or when applying Article 333a the group society which assigns the shares is not a private company, holders of non-profit-free shares which have voted against the proposal for merger and the holders of the voting rights of the company may ask the company to to submit compensation. The claim for compensation must be made in writing to the company within one month of being notified to the shareholder that he may request that compensation. The communication shall take place in the same way as the convocation of a general meeting.
2 The amount of compensation referred to in paragraph 1 shall be determined by one or more independent experts. Experts shall report on the valuation of value to which: Article 314 (2) is applicable. If between parties on the basis of the statutes or an agreement in which the company and the relevant shareholders are parties, provisions on the determination of the value of the shares or the determination of compensation the experts shall inform them of their notification, taking into account that. The appointment of experts may be omitted, if the statutes or an agreement to which the company and the shareholders concerned are parties contain a clear measure of which the indemnity is to be used without further compensation. It may be determined.
3 The notary does not pass the deed of merger before the payment of the indemnity, unless the merging companies have decided that the recipient company must comply with the compensation. The shares to which the request relates are cancelled at the time when the merger takes effect.
1 Unless otherwise provided for by the Statute, a recipient company may decide to merge in the course of a decision making the merger.
2 This decision may be taken only if the company has stated its intention to do so by announcing that the proposal for a merger has been lodged.
3 The decision cannot be taken if one or more shareholders representing at least one-twentieth of the subscribed capital, or a minimum of the amount stipulated in the statutes, are determined within one month of the announcement. have asked the board to convene the general meeting to decide on the merger. The Articles 317 and 330 shall be applicable.
4 If a acquiring company merges with a company of which it holds all its shares, the dislocated company may decide by administrative decision to merge unless the statutes of the company determine otherwise.
1 If the acquiring company merges with a company of which it holds all the shares or with an association, cooperative or mutual guarantee company of which it is the sole member, the Articles 326-328 Not applicable.
2 If someone or another person holds all the shares in the capital of the companies to be merged and the recipient company does not award any shares pursuant to the act of merger, the Articles 326-328 Not applicable.
3 If an acquiring association, cooperative, mutual guarantee company or foundation merges with an untitled or private company of which it holds all shares, this section shall apply only Article 329 .
1 The instrument of merger may provide that the shareholders of the disappearances companies shall become a shareholder of a group company of the recipient company. They shall not be a shareholder of the recipient company.
2 Such a merger is possible only if the group company alone or together with another group company provides the entire subscribed capital of the recipient company. The Articles 317 (1) to (4) , 330 and 331 shall be subject to the decision of the group company mutatis mutandis.
3 The group company which assigns the shares is in addition to the acquiring company as a merging legal entity. On her, the obligations arising from the Articles 312 to 329 and 330a (1) are resting on a recipient company, with the exception of the obligations arising from the Articles 316 , 317 , 318 paragraph 4 , 321 (2) and (4) , 323, paragraph 7 ; for the application of Article 328 (3) She remains out of consideration. The Article 312 (2) (b) , 320 , 325 (3) , 326 paragraph 1 (b) and 330a paragraph 1 shall not apply to the recipient company.
1 This Section shall apply where a limited liability company, a private limited liability company or a European Cooperative Company merges with a Capital Company or Cooperative Company to the right of a limited liability company. other Member State of the European Union or the European Economic Area.
2 This section applies to a public limited company which is an investment enterprise as intended for the purposes of the Law on financial supervision of which the units are directly or indirectly repurchased or repaid, at the request of the participants, from the assets of the institution.
1 A public limited or private company may be merged with a capital company established under the law of another Member State of the European Union or of the European Economic Area. A public limited or limited company may also be a company in the event of a merger between capital companies established under the law of another Member State of the European Union or the European Economic Area.
2 A European Cooperative Society with its registered office in the Netherlands may merge with a cooperative company established under the law of one or more other Member States of the European Union or the European Economic Area. A European cooperative company with a registered office in the Netherlands may also be the recipient of a merger between cooperative companies established under the law of one or more other Member States of the European Union or of the European Economic Space. The merger also includes the Articles 324 to 333 applicable, unless otherwise specified in this Section.
3 A public limited or limited company may apply Article 333a merging with a capital company into the law of another Member State of the European Union or of the European Economic Area, provided that the recipient company and the group company are intended to be Article 333a (1) companies with a registered office in the Netherlands.
4 An investment institution referred to in Article 333b (2) may merge with a public limited company established under the law of another Member State of the European Union or of the European Economic Area whose objective is the collective investment of capital raised from the public with the application of the principle of risk-sharing and the rights of which are borne by the assets of the company at the request of the holders, directly or indirectly, or are refunded. Any such repurchase or redemption shall be treated in the same way as any act of such a company so as to prevent the value of its participation rights from diverting substantially from its net asset value.
The joint proposal for mergers shall include in addition to the Article 312 and 326 said data:
(a) the legal form, name and registered office of the recipient company;
b. the likely impact of the merger on employment;
c. where appropriate, information on the procedure for the adoption of arrangements with regard to participation as intended Article 333k in the recipient company;
d. information on the valuation of the assets and liabilities to be transferred to the recipient company;
e. the date of the last established or under Article 313 the annual or interim financial statements used to determine the conditions for the merger;
f. a proposal for the amount of compensation for a share in case of application of Article 333h .
1 The merging company announces for the merging companies in the Official Gazette to:
a. Legal form, name and registered office;
(b) indication of the number and registration of the register in which the data relating to the merging companies are registered;
c. the arrangements whereby the rights of minority shareholders and creditors can be exercised, and the address at which they can obtain full information on those rights, free of charge.
2 There are more merging companies with registered offices in the Netherlands, then they may be sufficient to make a joint announcement.
3 Article 314 (3) does not apply.
The written explanations provided for in Article 314 (2) lies at the time of the merger for inspection of the works council or, if the company is in a position to be maintained by a company, for employees of the company.
In the declaration as referred to in Article 328 paragraph 1 second sentence the nominal paid-up amount of the joint shares obtained by the shareholders following the merger, plus payments to which they are entitled under terms of trade, shall be increased by the total amount of the shares of the shares in which the shares are subject to the merger. compensation to shareholders on the basis of Article 333h You may be entitled to apply
1 If the acquiring company is a company incorporated under the law of another Member State of the European Union or of the European Economic Area, the shareholder of a dislocated company which has voted against the draft terms of merger may and any holder of non-voting shares, within one month from the date of the decision to the dislocated company, make a request for compensation. Article 330a does not apply.
2 The amount of compensation referred to in paragraph 1 shall be determined by one or more independent experts. Experts shall report on the valuation of value to which: Article 314 (2) is applicable. If between parties on the basis of the statutes or an agreement in which the company and the relevant shareholders are parties, provisions on the determination of the value of the shares or the determination of compensation the experts shall inform them of their notification, taking into account that. The appointment of experts may be omitted, if the statutes or an agreement to which the company and the shareholders concerned are parties contain a clear measure of which the indemnity is to be used without further compensation. It may be determined.
3 The shares to which the request relates are cancelled at the time the merger takes effect.
4 For the purposes of this Article, holders of certificates of shares as referred to in Article 1 shall be treated in the same way as Article 118a .
1 By way of derogation from Article 318 (1) a merger in which the recipient company is a company governed by the law of another Member State of the European Union or the European Economic Area is determined by the law of the country in which the company is entitled to the law of the that company has its registered office.
2 Article 318 (2) does not apply.
3 The notary declares that it has been found that the formal requirements have been complied with for all decisions taken by the Divisions 2 , 3 and 3a of this Title and the Statute shall require the participation of the company in the cross-border merger and that for the rest of the rules laid down in those sections, they shall be respected.
4 If the acquiring company is a company incorporated under the law of another Member State of the European Union or the European Economic Area, the notary may issue the declaration referred to in paragraph 3 first if no application for compensation is made as intended in Article 333h has been filed or the compensation has been paid, unless the other merging companies have decided that the recipient company must comply with the indemnity. In that case, the notary shall state in the declaration that the request has been lodged.
5 If the acquiring company is a company governed by Dutch law, the notary declares at the foot of the deed referred to in Article 318 (1) that it has been found that the procedural rules referred to in that paragraph have been complied with, that the disappearances companies have decided on the same terms of merger and that the arrangements for participation have been established in accordance with Article 333k .
The administrator of the commercial register to which the recipient legal person is registered shall communicate to the registers referred to in Article 1 without delay after the registration of the merger. Article 333e where the dislocated companies are registered.
1 In this Article, arrangements with regard to participation shall mean arrangements with regard to participation as defined in the Annex. Article 1: 1 (1) of the Act on the role of employees in European legal persons .
2 The recipient company shall be subject to the arrangements applicable in the Member State in which it has its registered office, where appropriate, to the Member State where it is incorporated.
3 By way of derogation from paragraph 2, the participation of the recipient company shall be governed by the principles and arrangements set out in Article 12 (2) to (4) of Regulation (EC) No 1483/2. Council of the European Union of 8 October 2001 on the Statute for a European company (SE), and paragraphs 4 to 14 of the European Union, if:
a. In at least one of the merging companies in the six months preceding the date of deposit or disclosure of the merger proposal referred to in Article 314 on average, more than 500 employees are employed and arrangements with regard to participation are applicable to this merging company; or
b. if the national law applicable to the recipient company does not provide for at least the same level of participation applicable to the merging companies concerned, as measured by the employee number in the the supervisory or administrative board, the committees of those bodies or the management body responsible for the profit-making entities of the company; or
(c) if national law applicable to the recipient company does not require that employees of establishments of the recipient company situated in other Member States enjoy the same right to exercise participation in the rights of participation if the employees of the Member State in which the recipient company has its registered office.
4 The merging companies shall, as soon as possible after publication of the draft terms of merger, set up a special negotiating body in accordance with Articles 1: 7 to 1:10 of the Act on the role of employees in European legal persons . Articles 1: 4 , 1:16 and 1:26 (3) of the Legal Role Act among European legal entities shall be applicable mutatis mutandis.
5 The merging companies and the special negotiating body set out, in a written agreement, arrangements with regard to participation in respect of the joint Articles 1:11 and 1:12 of the Law Role Workers Act among European Legal Persons .
6 The agreement governs at least the matters referred to in Article 1:18 (1), Parts (a), (h), (i) and (j) and (3) of the Law Role of European Legal Persons . Article 1:18 (6) of the Law Role of Workers of European Legal Persons shall apply mutatis mutandis.
7 The negotiations shall begin at the time of holding the first meeting of the special negotiating body and may be continued for a period of six months. The merging companies and the special negotiating body may decide, in joint consultations, to extend the period of negotiation to a maximum of one year from the date in the previous sentence. Where appropriate, the six-month period referred to in Article 318 (1) extended to three months after the end of the negotiation period, except that the maximum period is one year and three months.
8 The decision making of the special negotiating body shall take place in accordance with Article 1:14 (1), (2), (3) (a) and (4) of the Act on the role of employees in European legal persons .
9 The special negotiating body may decide to refrain from opening negotiations or to the conclusion of already open negotiations. A decision of the special negotiating body shall require a majority of two thirds of its members, representing two thirds of the workers, and shall come from at least two Member States. The effect of this Decision shall be that the arrangements applicable to participation in the Member State in which the recipient company has its registered office is applicable.
10 If the recipient company is a company governed by Netherlands law, the effects of participation in the statutes shall be laid down.
11 The general meeting may comply with the merger decision as referred to in Article 11 (2). Article 317 the condition that it approves the arrangements with regard to participation. The General Assembly may authorise, in the Statute of the Decision, the changes necessary to establish the arrangements for participation in participation in the statutes.
12 The general meeting of each merging company may decide to waive the opening of negotiations on arrangements with regard to participation. The effect of this Decision is that the reference requirements for co-determination schemes, which are intended to be Article 1:31 (2) and (3) of the Act of Employment of European Legal Persons , as from the date of registration of the merger, shall apply to the recipient company, subject to the understanding that the reference rules referred to in Article 1:31 (3) of the Act shall be applied to European legal persons. are applicable only to the extent that there is no obligation on the recipient company to act as intended for the purposes of the acquisition of the goods. Article 153 and 263 .
13 The reference rules referred to in Article 1:31 (2) of the Act on the role of employees in European legal persons shall apply mutatis mutandis from the date of registration of the recipient company with its registered office in the Netherlands, if, before the acquisition of the recipient company in one or more of the merging companies, there is one or more forms of participation applied, covering at least 33 1/3% of the total number of employees of the merging companies and:
(a) if the merging companies and the special negotiating group so agree, or
(b) if no agreement has been reached within the period referred to in paragraph 7 and the merging companies decide to agree to the application of the reference rules and the special negotiating group has not taken a decision as referred to in paragraph 9.
14 The Articles 1: 5 and 1: 6 (2) and (3) of the Act on the role of employees in European legal persons and Article 670 (4), (10) (a) and (12) of Book 7 of the Civil Code shall be applicable mutatis mutandis.
15 If, within three years of the date of entry into force of the merger, a company participates in a merger as referred to in this Title, this Article shall apply mutatis mutandis.
The nullity or destruction of a merger pursuant to this section cannot be pronounced. Article 323 does not apply.
1 Split is pure cleavage and fork-off.
2 The pure division is the legal act whereby the ability of a legal person who ceases to be a division under a general title is obtained by two or more other terms in accordance with the description annexed to the instrument of division. legal persons.
3 Separation is the legal act whereby the assets or parts thereof of a legal person who do not cease to exist at the time of division are acquired under a general title in accordance with the description annexed to the Act of Split, by a or more other legal persons of which at least one shall, in accordance with the provisions of this or the following section, grant membership rights or shares in its capital to the members or to shareholders of the splitting legal person or of which it is at least one person at the time of the division by the splitting legal person.
4 The division shall be the splitting legal person and any legal person acquiring it, with the exception of legal persons set up at the time of splitting.
1 The parties to a division shall have the same legal form.
2 If a recipient is established at the time of splitting, it shall be in the legal form of the splitting legal person.
3 For the purposes of this Article, the joint-stock and the private company shall be considered to be legal persons having the same legal form.
4 In the case of a division of an association, cooperative, mutual guarantee company or foundation, public limited or private companies may also be established, provided that the splitting legal person obtains all the shares at the time of the division.
5 A disbanded legal person may not be a party to a split if a benefit has already been paid by way of the liquidation.
6 A juridical person may not be a party to a division during bankruptcy, or for payment of a payment.
7 A split legal person may be in bankruptcy or surging payment, provided that all the acquiring legal persons are limited or private companies formed by the division and the division of the division of such companies to the division shareholder. If the splitting legal person is in bankruptcy, the liquidator may decide to split and rest the obligations incumbent upon it and the following section on the management of the receiver; if the legal person is in receipt of payment; The decision to split shall be subject to the approval of the director. The Second sentence of Article 334d , Article 334f (2) as far as it relates to the value of the part of the assets which will retain the splitting legal person; Article 334g (2) , Article 334i (1) , Article 334k , Article 334w and Article 334ff paragraph 3 do not apply in bankruptcy; the Second sentence of Article 334d and Article 334w do not apply in surséance.
1 If the entire assets of the splitting legal person are transferred, it shall cease to exist by means of the splitting operation.
2 Paragraph 1 shall not apply where at least one of the acquiring legal entities is a limited limited liability company incorporated in the division and the splitting legal person is acquiring all the shares at the time of the division.
Except in so far as the recipient legal persons are limited or private companies, the value of the part of the assets of the splitting legal person which each recipient can obtain at the time of the division must be at least equal to the value of the shares in which the company is responsible. Be zero. Except in so far as the splitting company is a public limited or private company, the same applies to the value of the share of the assets retained by an existing split entity, plus the value of shares in the company. capital of the acquiring legal entities which it obtains at the time of the division.
1 The member or shareholders of the splitting legal person shall be members or shareholders of all the acquiring legal entities.
2 No shares in the capital of a recipient company are acquired for shares in the capital of a splitting company which is either by or on behalf of that recipient company or by or on behalf of the splitting company. company.
Article 3 (1) shall not apply where:
(a) the acquiring legal persons are limited or private companies incorporated in the division, and the splitting legal person shall obtain all shares of them at the time of the division;
(b) with regard to acquiring companies Article 334cc or Article 334ii shall be applied;
c. under the terms of exchange the shares do not even have a right to a single share;
ed. Article 334ee1 is applicable.
1 The boards of the parties to the division shall draw up a proposal to split up.
2 This proposal shall contain at least:
(a) the legal form, the name and the registered office of the parties to the division and, to the extent that the recipient legal persons are established at the time of the division, from such legal persons;
(b) the statutes of the recipient legal persons and of the existing splitting legal person, such as those statutes and as they will be after the division, in so far as the recipient legal persons are established at the time of the division, the design of the instrument of establishment;
(c) whether the entire assets of the split legal person will be transferred or a part thereof;
d. a description to determine precisely which assets of the splitting legal person will be transferred to each of the recipient legal entities and, if not the entire assets of the split legal person will proceed, the assets which will be retained by him, as well as a pro forma profit and loss account or for the exploitation of the recipient legal persons and the existing splitting of legal persons;
e. the value, determined according to the day when the Article 334g (2) the accounting or interim arrangement of the split entity relates to and calculated taking into account the third sentence of that provision, of the part of the assets which each recipient legal person will obtain and of the part which will retain the existing splitting legal person, and the value of shares in the capital of the recipient legal persons who will obtain the existing splitting legal person at the time of splitting;
f. any rights or allowances pursuant to Article 334p be assigned to those who have special rights in respect of the splitting legal person, such as rights to a distribution of profits or to the taking of shares, to those who, unlike a member or a shareholder, have special rights in respect of that legal person, and with the time of award of the award;
g. any benefits in connection with the division shall be granted to a driver or to a Commissioner of a party at the junction or to another involved in the splitting;
h. the plans on the composition following the division of the boards of the recipient legal entities and of the existing splitting legal person, as well as, to the extent that there will be boards of directors, of those boards;
the date from which financial information on any part of the assets to be transferred will be accounted for in the financial statements or other financial accounts of the recipient legal entities;
(j) the proposed measures in relation to the acquisition by the members or shareholders of the splitting legal person of the membership or shareholding of the recipient legal entities;
k. the plans for continuation or termination of work;
(l) who must approve, where appropriate, the decision to split up.
3 The proposal for division shall be signed by the directors of each party at the time of splitting; missing the signature of one or more of them shall be notified of the signature of one or more of them, giving the reasons therefor.
4 Unless all parties are associations or foundations when splitting up, the proposal for splitting should be approved by the supervisory boards and signed by the Commissioners; missing the signature of one or more of the following: Each of them shall be notified thereof, giving the reasons therefor. The proposal also mentions the impact of the division on the size of the goodwill and the distributable reserves of the recipient legal entities and of the existing splitting legal person.
1 In a written explanation, the Steering Board of each Party shall, at the time of splitting, give reasons for splitting with a statement on the expected impact on the work and an explanation from the legal, economic and social point of view.
2 If the last financial year of the legal person, on which a financial statement or other financial accountability has been established, exceeds six months before the deposit or disclosure of the proposal to split, the Board shall an annual or interim financial statement. This shall relate to the state of the assets at the earliest on the first day of the third month for the month in which it is lodged. The power line shall be drawn up in accordance with the classification and valuation methods used in the last or other financial statements or other financial accounts, unless the reasons for the calculation of the assets are based on the grounds that the statement of assets is current value is significantly different from the carrying amount. The funds to be set aside under the Act or the Statute shall be included in the power arrangement.
3 Paragraph 2 shall continue to apply if a legal person complies with the requirements relating to the half-yearly financial reporting in question: Article 5:25d of the Financial Supervision Act .
1 Each Party shall deposit, by electronic means at the commercial register, at the margins of the trade register:
(a) the proposal for a division;
b. the last three financial statements or other financial statements of the parties to the division, including the audit, provided that they are or are to be made available for inspection;
(c) the annual reports of the parties to the splitting over the last three years, provided that they are or are to be available for inspection;
d. Mid-term capital gains or non-established financial statements, as required by Article 334g (2) and to the extent that the financial statements of the legal person must be available for inspection.
2 At the same time, the Steering Board shall, together with the explanatory notes of the boards, place the documents, including annual accounts and annual reports which do not have to be available for inspection, at the right of the legal person or, in the absence of a decision, by the legal person. from an office, to the place of residence of a driver, or makes it accessible by electronic means. The documents shall be at the time of splitting at the address of each legal person and the existing split legal person, at the address of a driver thereof, six months after, for inspection or his/her by electronic access, for the members or shareholders, and for those who have a special right to the legal person, such as a right to benefit from profits or to the taking of shares. They may obtain a copy thereof free of charge during this period. A copy may be given electronically if any member or shareholder has agreed to do so. The legal person shall not be required to provide copies in the event that members or shareholders have the option of storing an electronic copy of the documents.
3 The parties to the division shall announce in a nationally distributed newspaper that the documents are deposited or accessible, indicating the public records in which they are situated or are accessible electronically and from the address at which they are issued pursuant to Article 3 (2). paragraph 2 shall be available for inspection or by electronic access.
4 If the works council or the participation council of a party to the division or an association of employees which has employees of that party or of a subsidiary among its members lodges an opinion or observations in writing, they shall be lodged at the same time as the proposal for splitting up or immediately after receipt at the address referred to in paragraph 2. The second to the fifth sentence of paragraph 2 shall apply mutatis mutandis.
5 If the boards of the parties change the proposal for splitting at the time of splitting, paragraphs 1 to 4 shall apply mutatis mutandis.
6 Paragraphs 2 and 4 do not apply to foundations.
1 The management of each party at the time of splitting is required to inform the General Assembly and the other parties to the split after the proposal to split has revealed significant changes in the assets and liabilities in respect of the split have influenced the proposal for splitting up or in the notes on the accounts.
2 For a foundation, this obligation shall apply to those who, according to the statutes, must approve the division.
1 A legal relationship to which the split legal person is party may, subject to the justification of a resistance as referred to in Article 1 (2), be based on the principle of Article 334l , just as a whole, move on.
2, however, is a legal relationship to different assets which are transferred to different legally distinct entities, and may be split into animal so that it is transferred to all the recipient legal persons concerned by a Member State which is responsible for the transfer of assets to the country concerned. proportionality of the relationship that has the legal relationship with the assets that each legal entity obtains.
3 If a legal relationship is co-linked with assets which retain the existing severable legal person, paragraph 2 shall apply mutatis mutandis.
4 Paragraphs 1 to 3 leave the rights which the other party can obtain in the event of a legal relationship. Articles 334k and 334r is without prejudice
At least one of the parties to the division shall, under penalty of a resistance as referred to in Article 3 (1), be based on the Article 334l , for each creditor of those parties who require it to be certain, or to provide him with another guarantee for the satisfaction of his claim. This does not apply if the creditor has sufficient assurances or the legal state of the legal person who will be the debtor after the split will not provide less assurance that the claim will be satisfied, than before.
1 To one month after all the parties to the division have announced the deposit or publication of the proposal for division, any other party may, in the case of a legal relationship of such party, oppose such a party by petitioning the court. the proposal for a division into opposition is based on the fact that the proposal is based on its legal relationship with Article 334j whether that is a Article 334k Security requested has not been given. In the latter case, the application shall state the security required. The court rejects the request, if the applicant has not made it plausible that the power state of the acquiring legal person after the split will provide less assurance that the claim will be met, and that of the legal person Insufficient guarantees have not been obtained.
2 Before the court decides, he may give the parties to the division the opportunity, within the period prescribed by him, to make a change in the proposal for division and the amended proposal in accordance with the provisions of the Article 334h -to make public, among other things, a security defined by him.
3 If an objection has been made in good time, the instrument of division may not be taken until the time has been taken, once the resistance has been withdrawn or the removal of the resistance is enforceable.
4 If the instrument of division has already been the subject of a past, the court may, on a legal basis:
a. Orders that a legal relationship that conflicts with Article 334j has transferred, in whole or in part, to one or more of the legal entities which are to be referred to it or to the existing split legal person, or to determine that two or more of these legal persons have been severally liable to fulfil its obligations under the law of the the obligations arising from the legal relationship are connected;
(b) order that a security defined by him be given.
The judge may attach to an order a periodic penalty payment.
5 If a transfer referred to in paragraph 4 (a) does not prejudice the transferring or acquiring legal person, the other legal person shall be obliged to make this right.
1 The decision to split shall be taken by the general meeting; in a foundation, the decision shall be taken by the person who may amend the statutes or, if no other person may, by the board. The decision shall not deviate from the proposal for splitting.
2 A decision to split may be taken only after a period of one month from the date on which all the parties to the division have announced the deposit or publication of the proposal for splitting.
3 A decision to split shall be taken in the same way as a decision amending the statutes. If the Act for a Decree amending the Statute requires the consent of all shareholders or certain shareholders, this also applies to the decision to split. If the statutes require such approval, this shall also apply to the decision to split. If the statutes require different majorities for the amendment of individual provisions, the largest of them is required for a decision to split, and the statutes shall amend the provisions of the statutes, the votes of all the members of the require voting members or shareholders, except where those provisions will apply without prejudice to the split.
4 Paragraph 3 shall not apply in so far as the statutes give a different arrangement for decisions to division.
5 A decision to split a foundation shall be subject to the approval of the court, unless the statutes allow it to amend all the provisions thereof. The court shall reject the request if there are reasonable grounds to believe that the division is contrary to the importance of the foundation.
1 The division shall be made by notarial deed and shall take effect from the day following that on which the act is past. The act may only be taken within six months of the date of the announcement of the deposit or publication of the proposal for a division or, failing that, within one month of the revocation or after the end of the termination of the act. the resistance has become enforceable.
2 At the foot of the act, the notary declares that it has been found that the formal requirements have been complied with for all the decisions which require them and the following section and the statutes for the development of the division and that for the rest of the the rules laid down in this section and in the Statutes have been complied with. The act shall be taken into account. Article 334f (2) (d) Description shall be attached.
3 Each acquiring legal person and the split legal person shall register in the commercial register within eight days of the fact that the person is subject to a change. Where the split legal person ceases to exist at the time of splitting, each of the acquiring legal persons shall be required to register. A copy of the instrument of splitting with the notarial declaration shall be deposited at the premises of the register in each invitation to tender.
4 The transferee legal persons shall, in so far as they relate to goods which have transferred to them, do within one month of the splitting up to the managers of other public registers in which the transfer of rights or division may be carried out. are entered. If the division involves a registry of a recipient company, the split legal person or, if it has ceased to exist at the time of the division, shall be obliged to place each of the recipient legal persons in its place within that period. to the depositary of the public registers referred to in Section 2 of Title 1 of Book 3 , to offer the documents required for the registration of the division.
1 The rightholder of a pledge or a usufruct to a right of membership or to shares in the capital of the split legal entity shall obtain the same right to that which the member or the shareholder obtains under the instrument of division. In addition, where the splitting legal person persists after the split, the existing pledge or the right of usufruct shall continue to be maintained.
If shares are dilapsed with a pledge or use of fruit, and do not replace them, the recipient legal persons shall give the holder an equivalent replacement.
1 who, unlike a member or a shareholder, has a special right to the splitting legal person, such as a right to a distribution of profits or to the taking of shares, must be granted either such rights in recipient legal persons, or that, where applicable, the latter are equivalent to his right to the division, or to compensation, where applicable to the law which he has towards the existing split legal person.
2 The compensation shall be determined by one or more independent experts, in the absence of agreement of one or more independent experts, by the jurisdiction of the court of the district in which the person concerned is not place of residence of the splitting legal person.
3 Article 334o shall be applicable, mutatis mutandis, to a pledge or a usufruct based on the special rights.
1 If the split legal person ceases to exist at the time of splitting, his last financial year ended at the date from which the financial data relating to its assets will be accounted for in the annual accounts or in other accounts. the financial responsibility of the recipient legal entities.
2 If the split legal person ceases to exist at the time of splitting, the obligations relating to its financial statements or other financial accounts following the division of the joint acquiring legal entities shall be incumbent upon the division.
3 Valuation Differences between the accounting of assets and liabilities in the final financial statements or other financial accounts of the split legal person and in the first financial statements or other financial accounts in which a recipient justification for these assets and liabilities must be explained.
4 The recipient legal entities must form legal reserves in the same way as to hold legal reserves by the dissociated legal person, unless the legal basis for the holding of such legal reserves has expired.
(1) If, as a result of the division, a contract of a party to the division by standards of reasonableness and equity does not remain in the same position, the court shall amend the agreement upon application by one of the parties to parties to the agreement. Retroactive effect may be granted to change or dissolution.
2 The power to set up the claim shall be extingued by a period of six months after the deposit of the instrument of division on the public register of the place of residence of the recipient legal persons and of the division of business legal person.
3 If the alteration or termination of the agreement damages the other party, the legal person concerned shall be liable to compensation for that party.
1 The provisions of paragraphs 2 to 4 shall apply where an item of assets on the basis of the description annexed to the instrument of division cannot be determined by which legal person is entitled after the splitting operation.
(2) If the entire assets of the split legal person have been transferred, the recipient legal persons shall be joint rightholder. Each acquiring legal person shall be divided into the capital element in proportion to the value of the part of the assets of the split legal person that it obtains.
3 If the whole of the assets has not been transferred, the dissociated legal person shall be entitled.
4 In so far as the recipient legal persons are liable under paragraph 2 for debts, they shall be jointly and severally linked.
1 The acquiring legal entities and the existing non-member legal person shall be liable for the fulfilment of the undertakings of the split legal person at the time of the division.
2 For indivisible undertakings, the recipient legal persons and the non-binding legal person shall be liable for the whole.
3 For shareable undertakings, the acquiring legal person to which the undertaking has entered is, or, if the undertaking has not transferred to a recipient legal person, is responsible for the whole of the non-existence of the existing split legal person. Liability for shareable commitments shall be limited to any other legal person to the value of the assets acquired or retained at the time of splitting.
4 Legal entities other than the legal person to which the undertaking has been made or, if the undertaking has not passed on to a recipient legal person, than the existing non-member company, have not been complied with before the The latter legal entity has failed to comply with the undertaking.
5 As far as liability is concerned, the provisions relating to the principle of joint commitment shall apply mutatis mutandis.
1 The judge can only destroy a split:
a. If the deed of division signed by a notary is not an authentic scripture;
b. for failure to comply with Article 334b paragraphs 5 or 6 , Article 334l (3) or the first sentence of Article 334n (2) ;
c. for nullity, not in force or a ground for the destruction of a decision of the general meeting or, in a foundation, of the administration required for the division;
d. for failure to comply with Article 334m paragraph 5 .
2 Destruction shall be effected by a judgment of the court of the place of residence of the dissociated legal person on a claim against all the recipient legal persons and the non-member, shareholder, driver or other legal person being the holder of a split stakeholder. A split not destroyed by the court shall be valid.
3 The power to set up the claim for destruction shall be extingued by the restoration of the default or by the course of six months after the deposit of the instrument of division at the premises of the public registers of the place of residence of the Member State. third-party legal persons and the dissociated legal person.
4 The splitting is not destroyed:
a. If the failure to do so has been remedied within a time limit to be determined by the court;
(b) if the effects of the splitting have already been undone.
5 The plaintiff has suffered the destruction of the split due to a failure which could have led to destruction and the court does not destroy the division, the court may have the right legal persons and the existing non-judicial -order legal person to pay compensation for the damage. The legal persons have a story on the culprits of failure and, up to the advantage of the advantage enjoyed, on those who have been given advantage by the failure to act.
6 By the care of the Registrar of the court of first instance where the action was last pending, the destruction shall be entered in the Commercial Register.
7 The dissociated legal person shall be jointly and severally linked to commitments arising from the recipient legal entities after the division and prior to the destruction in the registers, in addition to the recipient legal person concerned. is enrolled.
8 The irrevocable pronunciation of destruction of a division shall be binding for each of them. Opposition by third parties and revocation are not permitted.
This Section shall apply if a public limited or private company is split up or is incorporated in the course of a division.
At the time of the division, the value of the part of the assets retained by the existing splitting company must be added to the value of shares in the capital of the acquiring legal persons which it obtains at the time of the splitting operation, at least correspond to the paid-up and paid-up part of the capital plus the reserves which the company must hold immediately after the split under the law or the statutes.
1 If shares or certificates of shares in the capital of a splitting corporation are admitted to trading on a regulated market or a multilateral trading facility, as intended Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a non-Member State, the exchange ratio may depend on the price of those shares on certificates on that trading platform on one or more time limits to be determined in the proposal for splitting, situated for the day on which the division takes effect.
2 If, under the terms of exchange of the shares, there is a right to money or claims, the combined amount may not exceed one-tenth of the nominal amount of the shares allocated by the company concerned.
3 In the case of the instrument of division, a recipient company may withdraw shares in its capital which it holds or which it obtains under the instrument of division up to the amount of the shares which it grants to its new shareholders. The Articles 99 , 100 , 208 and 216 do not apply to this case.
4 Shares in the capital of the splitting company held by or on behalf of a acquiring legal person or by or on behalf of the splitting company, if the splitting company is at the split It ceases to exist.
The proposal for a division shall include in addition to the Article 334f said data:
a. the exchange ratio of the shares and, where applicable, the size of the payments under the terms of exchange;
From what point of time and to what extent the shareholders of the splitting company will share in the profits of the acquiring companies;
c. how many shares will be withdrawn, if any, with the application of Article 334x paragraph 3 ;
d. the effects of the split for holders of non-voting or profit-free shares;
e. the amount of compensation for a share when applying Article 334ee1 ;
f. the total amount for which the maximum amount is to be applied Article 334ee1 compensation may be requested.
In the explanatory memorandum to the proposal for a division, the Steering Board shall indicate:
a. according to which method or methods the exchange ratio of the shares has been established;
(b) whether this method or methods fit in the given case;
c. which valuation leads to any method used;
d. if more than one method has been used, or the relative weight of the methods used in social traffic may be considered as acceptable under the valuation; and
e. any particular difficulties that may have been encountered in the valuation and in the determination of the exchange ratio.
1 An auditor appointed by the Board as referred to in Article 393 examine the proposal for division and state whether the proposed swap ratio of the shares, taking into account the items attached, is reasonable in view of its assessment.
2 If the division consists of the splitting company after the split, the auditor must also state that the value of the share of the assets which the company will retain plus the value of shares in the capital of the company any legal person which it obtains at the time of division shall, according to the date on which its financial statements or interim assets are drawn up, and in the case of valuation methods considered acceptable in the social context, be applied at least corresponded to the paid-up and paid-up part of the capital plus the reserves that the company must hold immediately after the split under the law or the statutes plus the total amount of compensation to which shareholders on the basis of Article 334ee1 You may be entitled to apply
3 The auditor must also draw up a report, in which he gives his opinion on the communications referred to in Article 3 (2). Article 334z .
4 If two or more of the parties to the division are limited companies, only the same person shall be appointed as auditor if the chairman of the Works Chamber of the Court of Justice of the Court of Justice of the European Parliament decides on their unanimity Request approved.
The auditors are equally entitled to research at all parties to the division.
6 On the statement of the auditor is Article 334h of corresponding application and of the report paragraphs 2 and 3 of Article 334h .
7 Paragraphs 1 and 3 shall continue to apply if the shareholders of each Party agree to the division.
1 In respect of shares granted by a recipient company Article 94a paragraphs 1, 2, 6, 7 and 8 , and Article 94b paragraphs 1, 2, 6, 7 and 8 applicable mutatis mutandis. However, a statement by an auditor required under Article 94a does not need to be attached to the instrument of establishment.
2 In a declaration required by paragraph 1, from an auditor Article 334h applicable mutatis mutandis.
(1) In the case of a pure division, the instrument of division may determine that distinct shareholders of the splitting legal person shall be shareholders of various acquiring legal entities. In that case:
a. mentions the proposal to split next to the Articles 334f and 334y the information referred to which is the shareholders of any of the acquiring legal entities;
(b) communicate to the Steering Board in the notes on the proposal to split the criteria according to which such allocation has been established;
c. must be the auditor of Article 334 Declare that the proposed division, having regard also to the attached documents, is reasonable in its judgment; and
(d) the decision to divide shall be taken by a majority of three of the votes cast in a meeting in which 95% of the subscribed capital is represented by the general meeting of the splitting company.
2 Part c of the first paragraph shall continue to apply if the shareholders of each Party agree to the division.
Article 334h (2) shall also apply to holders of certificates of its shares issued with the assistance of the public limited company and for the benefit of those to whom Article 227 (2) the right of a meeting is to be granted in a private company.
1 For the decision to split the general meeting, a majority of at least two third parties shall be required in each case if less than half of the subscribed capital is represented at the meeting.
2 There are shares of a particular kind or designation, then in addition to the decision to split the general meeting requires a prior or simultaneous adoption decision of each group of holders of shares of the same kind or Indication of whose rights the division is detracting. Article 231 (4) shall not apply in respect of a division decision. Approval may take place only after one month after the date on which all the parties to the division have announced the deposit or publication of the proposal for splitting.
3 The minutes of the general meetings in which the division is decided or approved under paragraph 2 shall be made out in the case of a notarial deed.
1 If any of the acquiring companies, or when applying Article 334ii a group company which assigns the shares, is not a private company, may hold a request to the company of non-profit-free shares which have voted against the proposal for a division and holders of votes-free shares. to submit compensation. The claim for compensation must be made in writing to the company within one month of being notified to the shareholder that he may request that compensation. The communication shall take place in the same way as the convocation of a general meeting.
2 The amount of compensation referred to in paragraph 1 shall be determined by one or more independent experts. Experts shall report on the valuation of value to which: Article 334h (2) is applicable. If between parties on the basis of the statutes or an agreement in which the company and the relevant shareholders are parties, provisions on the determination of the value of the shares or the determination of compensation the experts shall inform them of their notification, taking into account that. The appointment of experts may be omitted, if the statutes or an agreement to which the company and the shareholders concerned are parties contain a clear measure of which the indemnity is to be used without further compensation. It may be determined.
3 The notary does not pass the deed of division before the payment of the indemnity, unless the splitting and the already existing acquiring companies have decided that one or more of the recipient companies are to pay the compensation Must comply. The obligation to pay the compensation shall be severally important. The shares to which the request relates are cancelled at the time when the split becomes effective.
1 Unless otherwise provided for by the Statute, a recipient company may decide to split up by administrative decision. The same shall apply to the merging company, provided that all the acquiring legal persons are limited or private companies formed by the division, and the splitting company of that company becomes a sole shareholder.
2 This decision may be taken only if the company has indicated its intention to do so in the announcement that the proposal for a division has been lodged.
3 The decision cannot be taken if one or more shareholders representing at least one-twentieth of the subscribed capital, or a minimum of the amount stipulated in the statutes, are determined within one month of the announcement. have asked the board to convene the general meeting to decide on the division. The Articles 334m and 334ee shall be applicable.
4 If the recipient companies hold all the shares in the splitting company, the splitting company may, unless otherwise determined by the statutes, decide on a division by administrative decision.
1 Where all the acquiring companies are incorporated in the division, and the splitting legal person becomes a sole shareholder of the division, the Articles 334f paragraph 4 first sentence , 334w and 334y to 334aa Not applicable.
2 If all the acquiring companies are formed by the division and the shareholders of the splitting company thereof, are to be shareholders in proportion to their respective shares in the splitting company, the Articles 334g , 334i and 334y to 334bb Not applicable.
1 The instrument of division may provide for the shareholders of the merging company to become shareholders of a group company of a recipient company. They shall not be a shareholder of the recipient company.
2 Such a division is possible only if the group company alone or together with another group company provides the entire subscribed capital of the recipient company. The Articles 334m (1) to (4) , 334ee and 334ff shall be subject to the decision of the group company mutatis mutandis.
3 The group company which assigns the shares shall be situated in addition to the acquiring company as a party to the division. On her, the obligations arising from the Articles 334f to 334dd and 334ee1 (1) resting on an acquiring legal person, with the exception of the obligations arising from the Articles 334k to 334m and 334q paragraphs 2 and 4 ; for the application of Article 334aa paragraph 4 It shall not be taken into account; Articles 334s , 334t and 334u paragraph 7 Do not apply to her. The Articles 334f (2) (b) , 334x paragraph 3 , 334y (b) and 334ee1 (1) do not apply to the recipient company or to the recipient company. For the purposes of the application of the Articles 94b and 204b the acquisition by the recipient company and the award of shares are regarded by the group company as being made by the same company.
1 The provisions of this Section shall apply to the Private Limited Liability Company.
2 The provisions of this Section shall also apply to the public limitedliability company, whose statutes:
a. Only know shares by name,
b. Containing a blocking arrangement; and
(c) do not allow certificates to be issued to toinclude with the cooperation of the company.
1 One or more holders of shares which alone or jointly provide at least one third of the subscribed capital may be from a shareholder who, by its conduct, harms or has harmed the interest of the company in such a way that it the continuation of his shareholding in reasonable order cannot be tolerated, in legal proceedings that he shares his shares in accordance with Article 341 transfers.
2 The claim may not be brought by the company or a subsidiary of the company. The holder of shares of which the company or a subsidiary holds certificates can only set up the claim if and to the extent that certificates are held by others. A shareholder in the title of management may make the claim only for shares managed by him if the certifying holders have previously agreed to it.
3 To the knowledge of the claim, the court of residence of the company shall be exclusive of jurisdiction at first instance. Appeal can only be brought to the office of the Amsterdam Court of Justice. Article 344 of the Code of Civil Procedure shall apply except that 'a multiple chamber' shall be replaced by the following: the office of office.
4 The court may decide on the application for a period to be determined by him if it is clear to the effect that the company or one or more shareholders take measures which adversely affect the liability of the company. Suffers as far as possible undone or limited.
5 The court referred to in the first and second sentence of paragraph 3 shall also be entitled to take note of any progress made by the conduct referred to in paragraph 1 between the same parties or between one of the parties and the company.
1 If the Statutes or an agreement contain a settlement for the settlement of disputes as referred to in this Section, any derogation from this Section may not be relied upon in so far as it provides for the transfer of shares Impossible or extremely encuminable.
2 Statutes or an agreement may stipulate that disputes such as those referred to in this Section shall be notified immediately of the Works Chamber of the Court of Justice of Amsterdam or be subject to arbitration or otherwise shall be otherwise A derogation from jurisdiction as laid down in the Article 336 paragraphs 3 and 5 .
1 After the summons has been served to him and until the day on which the judgment has become irretrievable, the defendant cannot dispose of his shares, pawn or place any usufruct on it, unless the claimants grant permission for it. If the claimants refuse the consent, the court for whom the dispute is pending may grant the consent of a defendant if the defendant has a reasonable interest in the act. The decision of the court shall not be open to appeal.
2 After the application is assigned, the defendant may transfer the shares only with due regard to the Articles 339 to 341 .
3 A provisional provision as referred to in Article 223 of the Code of Civil Procedure May be affected by operation until the transfer of the shares. A claim for the provision of a provisional provision shall be treated with the greatest urgency.
1 If the claim is assigned, the judge appoints one or more experts who must notify in writing about the award. The Articles 194 to 199 of the Code of Civil Procedure shall be applicable for the remainder of the application. The Articles 351 and 352 shall be applicable mutatis mutandis. The judgment in which the application is awarded may be appealed only at the same time as that of the judgment given in the judgment in question. Article 340 (1) Unless the judge has determined otherwise. No appeal shall be opened against the appointment of experts.
2 If between parties under the statutes or any contract within the meaning of Article 337 (1) Provisions on the determination of the value of the shares shall be notified to the experts, taking into account the provisions of this Regulation.
The Court may, by way of derogation from paragraph 1, omit the appointment of experts if there is agreement between the parties on the valuation of the shares, and if the statutes or an agreement within the meaning of Article 337 (1) include a clear measure of the value of the shares and the court may decide on the price without further pricing.
1 His experts are appointed, then the judge determines the price of the shares after the experts have released their notice. In the same judgment, he shall also determine who of the parties shall bear the costs of the expert's notice. It may also provide that the company must bear the costs after having heard the said costs in the matter. It may divide the costs between the parties either between the parties or between the parties or one of them and the company.
2 Does not take place of expert appointment, the judge shall determine the price of the shares in the judgment granting the claim.
3 With provisions in the Statutes or any agreement on the valuation of the shares, the court shall not take into account the extent to which it would lead to a manifestly unreasonable price.
4 The judgment also includes a conviction of the claimants for cash payment of the goods, if necessary after application of Article 341 (5) Shares to be transferred. Where Article 341 (6) applies, such a conviction shall include the certificate holders who have accepted the establishment of the claim.
1 The defendant is required within two weeks of a copy of the judgment as referred to in the Article 340 (1) has been served to deliver his shares to the claimants and the claimants are obliged to accept the shares at the same time as the price fixed, subject to the provisions of paragraph 2. service shall be effected only in the first sentence if it is made after the judgment has been declared enforceable or has become irretrievable. Acceptance shall be made as much as possible in proportion to each individual's shareholding, unless otherwise agreed. The claimants shall be treated in the same way as those shareholders who have joined the claimants in the proceedings and have expressed the wish to be placed in the same position as the claimants.
2 If the shareholder who wishes to dispose of one or more shares, Article 195 whether to offer a settlement in the bylaws to its co-shareholders or to others, the company shall provide the shares without delay after a copy of the judgment has been served to it, in writing on behalf of the defendant to the shareholders or to others to, as far as possible, the corresponding application of the statutory or statutory scheme and, in addition, shall inform them of the price determined. They may accept the offer within one month of the transmission of the notification by giving written notification to the company. Within one week of the expiry of that period, the company shall communicate to the defendant and the claimants whether and if so how many shares have been accepted and to whom they have been allocated. The defendant shall be obliged to supply his shares to the co-shareholders or the others against simultaneous payment without delay upon receipt of this notification. The second sentence of paragraph 1 shall apply mutatis mutandis.
3 If, in the case of paragraph 2, no shares have been accepted or fewer shares have been accepted than have been offered, or the price determined has not been accepted within two weeks after receipt of the company's notice on the allocation of the shares the defendant who wished to proceed at the same time as the simultaneous delivery shall be satisfied, paragraph 1 shall apply in respect of the shares, the remaining shares or the shares for which payment was not received in due time.
4 If the defendant fails to deliver his shares, the company shall, on his behalf, make the shares of the company against simultaneous payment.
5 Remain one or more claimants in default with the acceptance of the shares against simultaneous payment of the established price, then the other claimants are required to stand within two weeks of this coming to be held that shares against concurrent accept payment, each as far as possible in proportion to its shareholding.
6 Is a plaintiff shareholder in the title of management, then in addition to him the certificate holders who have agreed to set up the claim shall be liable for the amount due under this Article, each as far as possible in proportion to the amount of his possession of certificates. In the absence of one or more of these certificate holders, the other certificate holders who have agreed to comply with the claim shall be obliged to pay each as much as possible in proportion to the holder's possession. certificates.
7 At the request of a party, the judge who has assigned the claim initially or on appeal shall decide on disputes relating to the implementation of the procedure. No appeal shall be opened against that decision.
1 Shall be a judgment as referred to in Article 340 (1) After the imposition of a remedy, the legal basis for the execution of that judgment remains in force, but the parties are given an undertaking to make the consequences of the consequences that have already been taken unformed.
2 If the consequences which have already been taken may be undone or the fairness otherwise progressable, the court may, on request, limit or exclude the obligation to make unappearance. He may impose on a party which is unfairly favoured by it the obligation to make a payment in cash to the party which is disadvantaged.
1 One or more holders of shares who provide, alone or jointly, at least one third of the subscribed capital may, of a member of the voting or lien of a share in legal proceedings, claim that the right to vote on the share of the share transfers to the holder of the share, if by his conduct the usufruct or a lihcanister harms the interest of the company in such a way as to ensure, in reasonableness, that he continues to exercise the right to vote.
2 A copy of the exploit of summons must be served without delay by the claimants to the holder of the share, who is not also the plaintiff. Article 336 (2), (3) and (4) and Article 339 (2) application and the Articles 337 and 338 paragraphs 1 and 3 , second sentence, shall apply mutatis mutandis, in the case of: Article 338 (1) the usufruct or lien cannot pass on the usufruct or the lien to another.
3 If the action for the transfer of voting rights is assigned, the transfer shall take place by the judgment in force.
1 The shareholder who has been adversely affected by the conduct of one or more co-shareholders in such a manner that the continuation of his shareholding in reasonableness can no longer be required of him may be against that shareholder. making a claim for withdrawal, bearing in place that his shares are in accordance with the paragraphs 1, 2 and 3 of Article 343a are accepted. A claim for withdrawal may also be brought against the company on the basis of conduct of one or more co-shareholders or of the company itself. However, a claim against the company may not be awarded if Article 98 or 207 the acquisition of the shares by the company, provided that no account is taken of the requirement of an authorisation provided for in Article 98 (4) or by a similar statutory requirement than that provided for by Article 98 (4) of the a change to the Articles of Association brought about after the date of the imposition of the claim against the claimant. In the allocation of the claim, Article 207 paragraph 3 shall not apply.
2 The articles 336 (3) and (5) , 337 , 338 paragraphs 1 and 3 , 339 and 340 (1), (2) and (3) shall apply or apply mutatis mutandis.
3 Is the claim against a shareholder then it may appeal to any other shareholder or the company if he considers that the claim was also or exclusively against that shareholder or against the company. must be set up. The summons shall be made no later than the day for the conclusion of the answer.
4 When determining the price of the shares, the court may, on request, apply a fair increase in relation to conduct of the defendant, or of others than the defendant, if it is plausible that such conduct may have led to a reduction of the value of the shares to be transferred and the reduction not, or not complete, to remain for the account of the claimant.
5 When the application for withdrawal is allocated, the judgment shall include a conviction of the plaintiff for the delivery to defendants of the goods, where necessary, after application of the Article 343a paragraph 5 , shares to be transferred.
6 The court may decide on the application for a period to be determined by him if it is clear to the effect that the company or one or more of the co-shareholders take action to ensure that the disadvantage which the shareholder suffers as much as possible undone or limited.
1 Within two weeks of being served with a copy of the judgment determining the price of the shares, each of the defendants shall be obliged to pay the number of shares fixed by the court against simultaneous payment of the price fixed. to take over, subject to paragraph 2, the plaintiff shall be obliged to supply his shares to the defendants. If the judgment had not been declared to be enforceable, service of that judgment shall be valid only in the first sentence if it is made after the judgment has been declared enforceable or has become irrevocable. The defendants shall be treated in the same way as the shareholders who, in the course of the proceedings, have attached themselves to the defendants in the course of the proceedings and have expressed the wish to be placed in the same position as the defendants.
2 If the shareholder who wishes to dispose of one or more shares is Article 195 whether to offer a settlement in the bylaws to its co-shareholders or to others, the company shall provide the shares without delay after a copy of the judgment has been served on it, in writing on behalf of the claimant to the shareholders or others. to, as far as possible, the corresponding application of the statutory or statutory scheme and, in addition, shall inform them of the price determined. They may accept the offer within one month of the transmission of the notification by giving written notification to the company. Within one week of the expiry of that period, the company shall notify the claimant and the defendants or, if so, how many shares have been accepted and to whom those shares have been allocated. The claimant shall be obliged to supply his shares to the co-shareholders or the others against simultaneous payment without delay upon receipt of this notice. The second sentence of paragraph 1 shall apply mutatis mutandis.
3 If, in the case of paragraph 2, no shares have been accepted or fewer shares have been accepted than have been offered, or the price determined has not been accepted within two weeks after receipt of the company's notice on the allocation of the shares the claimant who sought to proceed at the same time as the simultaneous delivery shall be satisfied, in respect of the shares, the remaining shares or the shares for which the payment is not due in due time, except that acceptance of the non-payment shall be made in respect of the shares, the remaining shares or shares reduced shares by the defendants as far as possible in proportion to the amount of any number of shares established in accordance with paragraph 1.
4 The plaintiff defaults on the delivery of his shares, then the company delivers the shares on his behalf, against simultaneous payment.
5 If one or more defendants defaulted on acceptance of the shares at the same time as the price fixed, the other defendants shall be obliged to stand within two weeks of the adoption of the shares in respect of which the shares have not been accepted. accept simultaneous payment, as far as possible, in proportion to the number of shares fixed for each of the shares fixed in accordance with paragraph 1.
6 Is a defendant shareholder in the title of management, then, in addition to him, the certificate holders shall be liable for the liability due under this Article, each as far as possible in proportion to his possession of certificates. In the absence of one or more certification holders, other certificate holders shall be required to comply with the licence, as far as possible, in proportion to his holding of certificates. The first and second sentences shall apply only to licence holders who have been sued in good time by the claimant. Where necessary, the defendant shall provide the applicant with the necessary information to that effect.
7 At the request of a party, the judge who has assigned the claim initially or on appeal shall decide on disputes relating to the implementation of the procedure. No appeal shall be opened against that decision.
In the case of destruction of the judgment as referred to in Article 343a paragraph 1 is Article 341a applicable mutatis mutandis.
1 Consists of an agreement between a shareholder and one or more of his co-shareholders or the company that the shareholder will transfer his shares to the simultaneous payment of a price to be determined, they may be apply a joint petition to the court, as referred to in Article 336 (3) In order to determine the price of the shares. The request may also be made by one of the parties, provided that the other party states in its defence not to oppose such action.
2 Parties may request the court to give certain indications as to the valuation measure to be taken into account when appointing the expert or experts, the date at which it is to be valued and other circumstances with which it is to be assessed. Valuation must be taken into account. To the extent that the parties are not unanimous, the judge shall decide on fairness.
3 The procedure is being conducted as a request in writing, with the Articles 343 (2) and 343a as far as possible, mutatis mutandis.
4 If the parties declare in the application or in accordance with the second sentence of paragraph 1 that they wish to notify the price of the shares of an expert's notice that they will have the functioning of a contract of employment, the parties concerned shall be legal provisions relating to the provisional expert report, where appropriate, to the extent necessary to apply mutatis mutandis. A Party may Article 904 (1) of Book 7 only appeal for a period of four weeks from the date of dispatch of the provisional expert notice to that party by the Registrar at the foot of the notice of appeal. Article 198 (4) in relation to Article 205 (1) of the Code of Civil Procedure . Application of Article 904 (2) of Book 7 shall be the Article 336 (3) Judge shall have jurisdiction. The same Judge shall, at the request of a party, decide on disputes relating to the execution of the transfer.
5 The appeal shall not open an appeal against decisions of the court referred to in this Article.
The provisions of this Section shall apply to:
(a) the cooperative, the mutual guarantee company, the public limited company and the limited liability company;
b. the foundation and the association with full jurisdiction which maintain an undertaking for which a Works Council is to be established under the law.
1 At the written request of those under the Articles 346 and 347 to that end, the Works Chamber of the Court of Justice of Amsterdam may appoint one or more persons to carry out an examination of the policy and conduct of a legal person's business, either in its full extent or with relating to a part or a given period. The policy and conduct of a legal person shall include the policies and actions of a limited partnership or a company in which the legal person is a fully liable partner.
2 The Advocate-General of the Agreement for Public Interest may request that an investigation be brought under paragraph 1 for reasons of public interest. He may, in preparation of a request, instruct one or more expert persons to obtain information on the policy and conduct of the legal person. The legal person shall be required to provide the information requested and shall also have access to its books and records to the experts if requested.
1 To submit a request as referred to in Article 345 are competent:
a. in the case of an association, a cooperative or a mutual guarantee society: the members of the legal person of at least 300, or as many members as at least a tenth part of the membership, or as many members as such members as such members, are competent to cast at least one-tenth of the votes in the General Assembly or to determine as much as the Statutes;
b. in the case of a limited liability company or limited liability company with a subscribed capital of up to € 22.5 million: one or more holders of shares or of certificates of shares, which are either alone or jointly represent at least one-tenth of the subscribed capital or are entitled to an amount of shares or certificates up to a nominal value of € 225 000 or as much less as the Statutes determine;
c. in the case of a limited liability company or limited liability company with a subscribed capital of more than € 22.5 million: one or more holders of shares or of certificates of shares, which are either alone or jointly represent at least one hundredth part of the subscribed capital or, if the shares or certificates are admitted to trading on a regulated market or multilateral trading facility, as referred to in Article 1: 1 of the Law on Financial Supervision whether a system comparable to a regulated market or multilateral trading facility from a non-Member State represents at least a value of € 20 million according to its closing price on the last day of trade for the submission of the the application, or as much less as the statutes determine;
d. the legal person referred to in Article 344 ;
(e) persons empowered to do so by the Statutes or by agreement with the legal person.
2 For the purposes of paragraph 1, subparagraph (d), the request on behalf of the legal person may also be submitted by the supervisory board or, if it has been applied to Article 129a or 239a -by the non-executive directors. For the purposes of this paragraph, a supervisory board established by, or under the statutes of, the legal person shall be treated as a supervisory board.
3 Without prejudice to paragraph 1, the request may also be filed by the liquidator in the event of bankruptcy of the legal person. Article 349 does not apply.
Application as referred to in paragraph 1 Article 345 It is also empowered to organise an association of employees with persons employed in the undertaking of the legal person under its members and has full jurisdiction for at least two years, provided that it pursues the purpose of the interests of the person concerned under its statutes: represent its members as employees and as such is operating in the industry or business.
If the legal person is subject to the supervision of De Nederlandsche Bank N.V., the Foundation Financial Markets or the European Central Bank, for the holding which it exercises, the Registrar shall submit a copy of the application. shall also forward to the supervisory institution.
1 The applicants and the Advocate General shall be inadmissible, if it does not appear that they have in writing made known in writing to the Board and the Board of Governors of their objections to the policy or the procedure of the case, and since then, a period of time has elapsed that the legal person has reasonably had the opportunity to examine those concerns and to take measures in response to them. The previous sentence shall not apply if the request was made by the legal person. In such a case, the supervisory board shall be informed, as soon as possible, of the board of directors and of the works council of the intention to submit the application. For the purposes of this paragraph, a supervisory board established by, or under the statutes of, the legal person shall be treated as a supervisory board.
2 An association of employees is also inadmissible if it does not advance in advance to the works council linked to an undertaking which maintains the legal person either independently or as a fully liable partner. appear in writing of their views. At his request, the Advocate General shall inform him whether he has given the works council the opportunity to make known his views.
1 The company's office handles the request with the greatest urgency. By way of derogation from Article 282 (1) Code of Civil Procedure any interested party may submit a statement of defence to a point in time determined by the office room prior to the commencement of treatment. The applicants and the legal person shall appear either in the case of a lawyer or with the assistance of their lawyers. Before deciding, the company's office can also ex officio hear and hear experts.
2 Where, in view of the interests of the legal person and those involved in its organisation under the law and the statutes, an immediate provision is required in relation to the state of the legal person or to the interests of the legal person examination, may the company ' s office in any state of the proceedings at the request of the petitioners of Article 345 the request referred to above shall be such as to make provision for no more than the duration of the proceedings. Article 357 (6) shall apply mutatis mutandis.
3 In the absence of an investigation, an immediate provision shall be made only if there are reasonable grounds for having reasonable doubts as to the correct policy or conduct of the business office. The company's office shall then decide within a reasonable period of time at the request as referred to in Article 345 .
1 The company's office only allocates the request, where it is clear that there are reasonable grounds for doubting the correct policy or right of action.
2 If the company's office rejects the request, and in so doing decides that it is not on reasonable grounds, the legal person may, against the applicant or applicants to the works office, impose a requirement for reimbursement of the damage suffered as a result of the request. Where a claim against an applicant is brought, his place of residence shall be the place of residence he has chosen to submit for the lodging of the application.
3 If the application is allocated, the company's office shall determine the amount which the investigation may incur at the most. The company's office may, at the request of the persons appointed by it, raise this amount at the request of the persons appointed after hearing, at least at the notice of the original applicants. The business office shall determine the compensation of the persons appointed by it. The legal person shall pay the costs of the investigation, as well as the reasonable and reasonably reasonable costs of defence of the persons responsible for the investigation in respect of the determination of liability for the purposes of carrying out the investigation, or the report of the outcome of the investigation; in case of dispute, the company chamber decides on the request of the most reseded party. The business office may provide that the legal person has to lodge a security for the payment of costs.
4 The office of directors shall be appointed by a Council Commissioner, at the same time as the persons responsible for the investigation. If the proper conduct of the investigation so requires, the President-in-Office of the Council may, at the request of the applicants or interested parties, provide guidance on the manner in which the investigation is carried out. The President-in-Office of the Council shall certainly not take the opportunity of giving the persons responsible for the investigation to give their views on the desire to do so. The President of the Council may also give an indication to the persons responsible for the investigation. The President-in-Office of the Council shall decide not after he has given the legal person who has appeared in the procedure to give his views on the request. The President-in-Office of the Council can also give others the opportunity to express their views. No appeal shall be opened in cassation against decisions of the President of the Council as referred to in this paragraph.
1 Persons appointed by the Works Chamber shall be entitled to consult the books, documents and other data media of the legal person and the company referred to in Article 345 paragraph 1 the knowledge of which they consider to be the proper performance of their task. The assets of the legal person and the company must be shown to them if required. Directors, commissioners, who are there, as well as those who are employed by the legal person or company, shall be required to provide, on request, all information necessary for the execution of the investigation. The same obligation rests on those who were or were in the service of directors or commissioners of the legal person or company, during the period covered by the investigation.
2 If necessary for the proper performance of their duties, the Enterprise Chamber may, at their request, authorise the persons appointed by it to consult the books, documents and other data media, and to show the the assets of a legal person closely related to the legal person in respect of which the investigation is carried out. The provisions of the third and fourth sentences of paragraph 1 shall apply mutatis mutandis.
3 It is prohibited to publish the persons responsible for the investigation, which is to be known to them in the course of their investigation, from the point of view of their mission.
4 The persons responsible for the investigation shall draw up a report of their findings. They provide the opportunity for those mentioned in the report to submit comments on substantial findings relating to themselves. It shall be prohibited to communicate the contents of the draft report or parts thereof which have been submitted to it for satisfaction of the preceding sentence.
5 The persons responsible for the investigation shall not be liable for any damage resulting from the report of the outcome of the investigation unless they are related to their findings or research findings in the report. have acted improperfully or with apparent gross misrecognition of the proper performance of the duties.
1 When a person in charge of the investigation is refused to consult books, documents and other data media in accordance with the previous article or show the effects of the property, the President-in-Office of the Council shall specify: Article 350 (4) at the request of that person the orders that make the circumstances necessary.
2 The orders may include the order to the public authority to provide assistance for as much as necessary and the burden to enter a dwelling, when the place where the books, documents and other data carriers or the possessions are located, is a property is, or only accessible by a property. The dwelling does not enter into force against the wishes of the occupant than after the presentation of the burden of the President of the Council.
The persons responsible for the investigation may request the company's office to hear one or more persons as witnesses. The request shall specify the names and addresses of the persons to be heard and the facts and circumstances on which they are to be heard. The investigators shall be competent to attend the hearing and to ask the witnesses.
1 The report on the outcome of the investigation shall be deposited at the Registry of the Court of Justice of Amsterdam. The report shall show whether or not it is in the Article 351 (4), second sentence is satisfied.
2 The Advocate General at the ressortsparket, the legal person, and the applicants and their lawyers, shall receive a copy of the report. In the case of: Article 348 , the person referred to in that Article shall also receive a copy of the report to the legal person supervising body. The company's office may provide that the report may also be made available in whole or in part for the other persons or for any person to be notified by it.
3 It shall be prohibited to make communications to third parties from the report to others than the legal person, provided that it is not available to each person, unless they have been authorised to do so by the chair of the company's office. However, an association of employees shall be empowered to issue communications from the report to the works council, which is linked to a company driven by the legal person, without having such authority.
4 As soon as the deposit has been deposited, the Registrar shall inform the applicant or the applicants and the legal person; if the works office so recommends, he shall also ensure that the deposit is published and the lodging of the parties concerned in the second member referred to in the Official Gazette .
The company's office may decide, at the request of the legal person, after having been informed of the report, that it may, in whole or in part, cover the costs of the examination of the applicants, if the report shows that the request does not have reasonable either a director, a Commissioner or any other person employed by the legal person, if the report shows that it is responsible for an incorrect policy or an unsatisfactory state of the legal person. The last sentence of the second paragraph of Article 350 of this Book shall apply.
1 If the report of the policy of maladministration has shown, the office may, at the request of the original applicants and, if the report is available to them, at the request of others who are in the Article 346 or 347 of this Book fulfilled requirements, or at the request of the Advocate General, set for reasons of public interest, affect one or more of the facilities listed in the following article, which they 8.
2 The request must be lodged within two months of the date of deposit of the report at the Registry.
3 The Articles 348 and 349a shall be applicable mutatis mutandis.
4 In the case of: Article 348 , before having been informed of the application to the legal person, the business office shall not take a decision before the person referred to in that Article has given an opportunity to be heard.
5 The business office may suspend its decision for a period to be determined by the person concerned, if the legal person takes up its decision, to take certain measures to put an end to the policy of maladministration or to deal with the effects resulting therefrom; to undo or reduce as much as possible.
The provisions referred to in the previous Article shall be:
the suspension or destruction of a decision of the directors, of the supervisory board, of the general assembly or of any other organ of the legal person;
(b) suspension or dismissal of one or more directors or (supervisory) directors;
(c) temporary appointment of one or more directors or (supervisory) directors;
d. temporary abnormation of the provisions of the statutes specified by the undertaking Board;
e. temporary transfer of shares to the title of management;
f. dissolution of the legal person.
1 The office of undertakings shall determine the duration of the temporary provisions adopted by it; it may, at the request of the applicants, be Article 355 of this Book, or of the legal person or of the Advocate General extending and shortening a period of time.
2 The business office shall, if necessary, regulate the effects of the facilities it has adopted.
3 A facility which has been hit by the company's office may not be undone by the legal person; a decision to that effect is void.
4 The company's office may assign a remuneration to those who temporarily make it to the manager, commissioner or manager of shares.
5 It may have the right to report to them on a regular basis.
6 The business office may provide that the legal person shall be responsible for the reasonable and reasonably reasonable costs of defence of the driver, commissioner or manager of shares in relation to the determination of liability due to improper performance of the duties. during the temporary appointment, pays.
7 The office of business shall not discontinue the dissolution of the legal person, where the interests of the members or shareholders or of those employed by the legal person, or of public interest, are opposed to it.
1 The company's office may refer to the provisional implementation of the provisions of Article 356 (a-e) Orders.
2 The Registrar of the Works Council shall deposit a copy of the decisions of the office of business on the premises of the register of trade. Decisions which cannot be implemented provisionally shall be deposited as soon as they have gone into force of res judiced.
3 In the case of: Article 348 , the Registrar shall receive a copy of the decisions of the office of business on the legal person supervising the Registrar.
1 To set up an appeal in cassation against the decisions of the company's office under this section is, outside the persons referred to in the Article 426, First paragraph, of the Code of Civil Procedure , where the legal person has jurisdiction, whether or not it has appeared in the company's office.
2 If a decision to which a person has been entrusted with an inquiry or has been appointed as a director, commissioner or manager of shares, the basis of destruction is not required, the person's office shall be responsible for that person's view of the person concerned. The remuneration granted shall not be deemed to be unpayable.
1 This Section shall apply to the company whose shares are admitted to trading on a regulated market as specified in Article 1: 1 of the Law on Financial Supervision , unless it is an investment company or a company for collective investment in transferable securities, that Article of which the units of interest are directly or indirectly repurchased or reimbursed from the assets of the investment company at the request of the participants.
2 In this section, a certificate of shares issued with the cooperation of the company shall be equivalent to a share and a certificate holder shall be the same as a shareholder.
1 Statutes of the Company may provide that a public notice on the announcement of a public offer, as referred to in Article 5:70 or 5:74 of the Financial Supervision Act , in the case of shares issued by the company, the following results:
a. the company, until the disclosure of the outcome of the judgment of the bid or the bid has expired, does not carry out any acts which may frustrate the success of the bid, unless prior to the act approval shall be granted by the general meeting or the act seeking an alternative public bid; the summons for the general meeting shall not take place later than on the forty-second day before that of the meeting;
(b) the decisions of the company which are taken before the public notice referred to in the preamble and which have not yet been fully implemented require the approval of the general meeting if the act does not fall within the normal exercise of the undertaking and the performance of the bid may frustrate the bid; the summons for the general meeting shall not take place later than on the forty-second day before that of the meeting;
c. statutory limitations on the transfer of shares and restrictions on the transfer of shares agreed between the company and its shareholders or between shareholders do not apply to the bidder when it is held offered shares during the period of acceptance of a public bid;
(d) statutory restrictions on the exercise of voting rights and restrictions on the exercise of voting rights agreed between the company and its shareholders or between shareholders do not apply in the general Meeting that decides on acts referred to in point (a) or (b);
e. in the General Assembly, each share in relation to the decision on acts or decisions referred to under (a) or (b) entites to one vote.
2 The statutes of the company may provide that the holder of shares representing at least 75% of the subscribed capital as a result of a public bid is competent in the short term after the end of the period for the acceptance of the capital. bid to convene a general meeting in which special statutory rights of shareholders in connection with a decision to appoint or resign from a director or commissioner do not apply. The summons shall not take place later than on the forty-second day before that of the sitting. At the meeting, each share of that act shall be entitled to a single vote and statutory limitations on the exercise of the right to vote and limitations on the exercise of the right to vote which is between the company and its shareholders. or have been mutually agreed between shareholders.
3 The shareholder shall be entitled to an equitable remuneration for the damage caused by the application of paragraph 1 (c), (d) or (e) or (2).
4 If a public bid is announced on a company applying paragraph 1 or 2, by a company or legal person who does not apply the same or a similar provision or provisions in accordance with the national rules implementing Article 9 (2) and (3) or Article 11 (3) of The offeree company may decide not to apply under paragraph 1 (2) of the European Parliament and of the Council of 21 April 2004 on takeover bids (PbEU L 142), or by a subsidiary thereof. The decision shall be subject to the approval of the general meeting, which may not have been granted earlier than 18 months before the offer has been announced.
5 The application of paragraph 2 shall be notified to the Foundation Financial Markets Authority. The notification shall also be made to the supervisory authority of other Member States of the European Union where the shares are admitted to trading on a regulated market or where the authorisation has been applied for.
6 The Works Chamber of the Court of Justice of Amsterdam takes note of all the legal proceedings relating to the application of paragraphs 1 to 4, submitted by a shareholder, a holder of the certificates of shares which, with the cooperation of the company has been issued, a director or a commissioner.
1 He who has made a public offer and as a shareholder provides at least 95% of the offeree company's subscribed capital and represents at least 95% of the voting rights of the offeree company; establish a claim against the joint other shareholders for the transfer of their shares to him. The same shall apply if two or more group companies provide together this part of the subscribed capital and represent this part of the voting rights together and they together set the claim for the transfer to the public bid has been released.
2 There are different types of shares, the claim may be imposed only in respect of the type of which the claimant or claimants provide at least 95% of the subscribed capital and represent 95% of the voting rights.
3 The claim must be brought within three months of the end of the period for acceptance of the bid.
4 The proceedings before the Court of Justice of the Court of Justice of the European Parliament at first instance of the Court of Amsterdam. Appeal shall be open only in cassation of the judgment.
5 If the judgment is in default against one or more defendants, the judge must, of its own motion, examine whether the claimant or claimants fulfils or fulfil the requirements of paragraph 1 of the same paragraph.
6 If the Judge considers that paragraphs 1 and 2 do not prevent the award of the claim, he shall establish an equitable price for the shares to be transferred to a day to be determined by him. When a public bid as referred to in Article 5:74 of the Law on Financial Supervision The value of the consideration given to the bid, provided that at least 90% of the shares covered by the bid was considered to be an equitable price, shall be deemed to be the value of the tender. When a public bid as referred to in Article 5:70 of the Law on Financial Supervision has been released, the value of the consideration offered in the bid shall be deemed to be an equitable price. By way of derogation from the second or third sentence, the court may order that one or three experts will report on the value of the shares to be transferred. The first three sentences of Article 350 (3) and the Articles 351 and 352 shall be applicable. The price is in cash. For so long and as long as the price has not been paid, he is raised with interest, equal to the statutory interest, from the day determined by the court for fixing the price to the transfer; distributions on the shares held during this period payable on the day of payment of payment to partial payment of the price.
7 The court designating the claim shall sentence the transferee to those to whom the shares belong or will belong to pay the established price with interest on the delivery of the unencumin right to the shares. The judge shall give a ruling on the costs of the proceedings if he considers it to be a part of the proceedings. A defendant who has not engaged in defence shall not be ordered to pay the costs.
8 The transferee shall determine the day and place of payment of the payment and the prize in writing to the holders of the shares to be transferred whose address is known to the transferee. He also announces it in a nationwide distributed daily, unless he knows the address of all.
9 The buyer can always free himself from his obligations under paragraphs 7 and 8 by consigning the established price with interest for all shares not yet acquired, under the notice of known rights of property and usufruct; and The known herds. This communication relates to the acquisition of shares on the right to benefit. By consigning, the right to the shares goes unencumbered upon him, and rights of premises or usufruct are on the right to benefit. Share and dividend licences which have been made payable after the transfer may not subsequently be derived from the company's right to the company. The transferee shall make the consignment known and the price per share known at that time in accordance with the conditions laid down in paragraph 8.
1 Against the person who has made a public offer and as a shareholder provides at least 95% of the share capital of the offeree company for his own account and represents at least 95% of the voting rights of the offeree company, a claim may be made by another shareholder to take over the shares of the other shareholder. The same shall apply if two or more group companies provide together this part of the subscribed capital and represent this part of the voting rights together and one of them has made the public bid.
2 There are different types of shares, then the claim may be made in respect of the type of the person who issued a public bid only or jointly with group companies provides at least 95% of the subscribed capital and 95% of the voting rights shall be represented.
3 The claim must be brought within three months of the end of the period for acceptance of the bid.
4 The proceedings before the Court of Justice of the Court of Justice of the European Parliament at first instance of the Court of Amsterdam. Appeal shall be open only in cassation of the judgment.
5 If the judgment is in absentia against one or more defendants, the judge must, of its own motion, examine whether the defendants fulfil the requirements of paragraph 2 of paragraph 2.
6 The transferee shall determine the day and place of payment of the prize in writing to the holders of the shares to be transferred, the transferee shall inform the transferee of the day and place of the payment of the prize.
7 Article 359c (6), (7) and (9) , shall apply mutatis mutandis.
1 This Title shall apply to the cooperative, the mutual guarantee company, the public limited liability company and the limited liability company. Regardless of their legal form, this title is to be found on banks as intended. Article 415 , payment institutions as referred to in Article 1: 1 of the Law on Financial Supervision and electronic money institutions as referred to in Article 1 (1) of the Financial Supervision Act.
2 This Title shall also apply to a limited partnership or company under firm of which all shareholders which are wholly liable to creditors for the debts are capital companies in foreign law.
3 This Title shall also apply to the Foundation and to the association which maintain one or more undertakings which are to be entered in the Commercial Register by virtue of the law, if the net turnover of such undertakings is successive financial years, without interruption thereafter, for two consecutive financial years, half or more of the total Article 396 (1) (b) , amount referred to, as amended on the basis of Article 398 (4) . If the foundation or association by or under the law is required to provide a financial accountability equivalent to a financial statement as referred to in this title and if disclosed, the first sentence shall remain outside the scope of the Application.
1 Under annual accounts, separate financial statements consisting of the balance sheet and the profit and loss account with the notes and consolidated accounts where the legal person draws up consolidated accounts.
2 Cooperatives and the Article 360 (3) referred to as foundations and associations shall replace the profit and loss account by an exploitation account, if in Article 362 (1) such an understanding shall be provided; on this account, the provisions on the profit and loss account shall be applicable as appropriate as appropriate. Provisions on profit and loss shall, as far as possible, apply mutatis mutandis to the net operating balance.
3 The provisions of this Title shall apply to annual accounts and their components, both in the form in which they are drawn up by the Steering Board and in the form in which they are established by the competent institution of the legal person.
4 In case of application of the Articles 367 , 370 (1) , 375 , 376 , 377 paragraph 5 and 381 corresponding entries as for group companies should be included with respect to other carriers:
a. Those on foot of the paragraphs 1, 3 and 4 of Article 24a can exercise legal rights, regardless of whether they have legal personality; or
(b) being a subsidiary of the legal person, of a group company or of a society as referred to in the A .
1 The financial statements shall, in accordance with standards which are considered acceptable in social traffic, give such an insight that a responsible assessment of the assets and results may be formed, and to the extent that the nature of a accounts that permits, on the solvency and liquidity of the legal person. If the international branch of his group justifies this, the legal person may draw up the annual accounts according to the standards acceptable to social traffic in one of the other Member States of the European Communities. be considered and provided in the first sentence.
2 The balance sheet showing the explanatory statement shall be fair, clearly and systematically the size of the assets and liabilities in assets and liabilities at the end of the accounting year. The balance sheet may reflect the ability to take account of the use of the profit or the processing of the loss, or, as long as it is not established, in accordance with the proposal. At the top of the balance sheet indicates whether the use of the result has been processed.
3 The profit and loss account with the explanatory statement shall be fair, clear and systematically the size of the profit or loss of the financial year and its derivation from the items of income and expenses.
4 Where the provision of the knowledge referred to in paragraph 1 is required, the legal person shall provide in the annual accounts data in addition to what is required by the special rules of and under this Title. Where this is necessary for the provision of such an insight, the legal person shall deviate from those requirements; the reason for that derogation shall be set out in the notes on the accounts, where necessary to the extent necessary to the effect and to the effect on the assets and results.
5 The income and expenses of the financial year shall be recorded in the annual accounts, whether they have led to any revenue or expenditure incurred during that financial year.
6 The annual accounts shall be determined taking into account the financial situation at the balance sheet date between the completion of the annual accounts and the general meeting in which it is to be treated, provided that this is indispensable for the understanding referred to in paragraph 1. Subsequently, it appears that the annual accounts are seriously deficient in giving such an insight, then inform the members or shareholders thereof and deposit a notice on the commercial register thereof; a statement of auditors shall be attached, if the annual accounts are in accordance with Article 393 has been studied. A legal person from which securities are admitted to trading on a regulated market as specified in the Law on financial supervision shall be deemed to have fulfilled the obligation to deposit the communication, as referred to in the second sentence, with the commercial register, if it is the communication on the basis of Article 5:25m, sixth member, of that law has forwarded to the Foundation for Financial Markets.
7 If the efficacy of the legal person or the international branch of its group justifies it, the annual accounts or only the consolidated financial statements may be drawn up in a foreign currency unit. The posts are defined in the Dutch language, unless the general meeting has decided on the use of another language.
8 A legal person may draw up the financial statements in accordance with standards adopted by the International Accounting Standards Board and approved by the European Commission, provided that the legal person applies to them all of which are applicable to the financial entity applies standards adopted and adopted. A legal person drawing up the consolidated accounts according to this Title may not draw up separate financial statements in accordance with the standards adopted and adopted. A legal person who prepares consolidated accounts according to the standards referred to in the first sentence of this paragraph may apply in the separate financial statements the valuation bases which it also has in the consolidated financial statements Applied.
9 The legal person drawing up the financial statements according to the standards referred to in paragraph 8 shall apply this title only to the Divisions 7 to 10 and Articles 362 (6), after the last sentence of the sentence of the last sentence of Article 7 (7) and (10), 365 (2) , 373 , 379 members 1 and 2 , 380b, part d , 382 , 382a , 383 , 383b to 383e , 389 members 8 and 10 , and 390 - Banks also fit Article 421 (5) - Insurers also fit Article 441 (10) -
10 The legal person shall state in the notes according to which standards the annual accounts have been drawn up.
1 The amalgamation, decomposition and ranking of the data in the financial statements and the notes on those data are focused on the understanding that the annual accounts are Article 362 (1) is intended to give. In so doing, the rules laid down in paragraph 6 and the other departments of this Title shall be respected. The explanatory statement shall be based on the order of entry of the items.
2 It is not permitted to have assets and liabilities or expenses to be removed from each other in the financial statements, if they are to be included in separate items under this Title.
3 A post need not be disclosed separately, if it is of negligible importance in the entirety of the financial statements for the legal knowledge required. Entries required under this Title may be omitted provided that they are taken on their own and would be of negligible significance together with similar entries for that view. Entries under the Articles 378 , 382 and 383 However, it must not be omitted.
4 The layout of the balance sheet and of the profit and loss account may be different from those of the preceding year only for duly justified reasons; in the notes on the accounts, the differences are indicated and the reasons which led to a derogation shall be given, set out.
5 As far as possible, the amount of the preceding financial year shall be given to each item of annual accounts; to the extent necessary, this amount shall be revised for reasons of comparability and the derogation shall be explained as a result of the revision.
6 We may, for the purposes of the classification of the annual accounts by general measure of administration, establish models and detailed rules applicable to the legal entities defined in it. When applying, the classification, name and description of the items appearing therein shall be adapted to the nature of the business of the legal person, in so far as it is permitted under the general measure.
1 In the balance sheet, the assets shall be distinguished from fixed and current assets, depending on whether or not they are intended to serve the exercise of the legal person's activity.
2 In the case of fixed assets, the intangible, tangible and financial fixed assets are included separately.
3 The current assets include stocks, claims, securities, liquid assets and, to the extent that they are not included in the claims, the overrun assets.
4 Under the liabilities, separately, own funds, provisions, debts and, in so far as they are not covered by debt, the accrual liabilities.
1 Under the intangible fixed assets are included separately:
(a) costs relating to the formation of shares and the issue of shares;
b. Development costs;
c. Costs of acquisition in respect of concessions, permits and intellectual property rights;
d. Costs of goodwill obtained from third parties;
e. prepayments on intangible fixed assets.
2 To the extent that the legal person is the cost, mentioned in the parts A and B of the provisions of paragraph 1, shall activate it and shall maintain a reserve at the level of the latter.
1 Under the tangible fixed assets are included separately:
a. operating premises and premises;
b. machinery and installations;
c. other fixed business assets, such as technical and administrative equipment;
d. tangible fixed business assets in execution and prepayments on tangible fixed assets;
e. Non-service material fixed assets.
(2) If the legal person has only a limited commercial or personal property rights in respect of tangible fixed assets, this shall be stated.
Financial fixed assets are included separately:
a. shares, certificates of shares and other forms of participation in group companies;
b. other equity;
c. claims on group companies;
d. claims on other legal persons and companies having a holding in the legal person or in which the legal person has an investee;
e. other securities;
f. Other claims, with separate mention of claims from loans and advances to members or holders of shares by name.
1 The course of each item, belonging to the fixed assets, during the accounting year is shown in a closing summary. It turns out that:
a. The carrying amount at the beginning of the accounting year;
(b) the sum of the values at which the assets acquired during the accounting year have been drawn up, and the sum of the book values for which the legal person is no longer available at the end of the accounting year;
c. the revaluations for the financial year in accordance with Article 390 (1) ;
d. the depreciation, depreciation and loss of value for the financial year;
e. The book value at the end of the accounting year.
2 In addition, for each of the items falling within the fixed assets, the following shall be declared:
a. the sum of the revaluations relating to the assets that are present at the balance sheet date;
b. The sum of the depreciation and value reductions at the balance sheet date.
Stocks of the current assets shall be included separately:
a. Land and excipients;
b. Underhand work;
(c) finished product and commercial goods;
d. advance payments on stocks.
1 In the case of exposures belonging to current assets, the following shall be separately recorded:
a. Claims on trade debtors;
b. claims on group companies;
(c) claims on other legal persons and companies having a holding in the legal person or in which the legal person has an investee;
d. requested deposits of subscribed capital;
Other claims, with the exception of those on which the Articles 371 and 372 apply, and with a separate indication of claims from loans and advances to members or holders of shares by name.
2 For each of the groups of claims referred to in paragraph 1, the amount remaining for the remainder of the period shall be longer than one year.
1 Include the current assets shares and other forms of interest in non-consolidated companies as referred to in Article 3 (1) of the Treaty. Article 361 (4) , then they will be included separately under the effects. The combined value of other securities belonging to current assets that are admitted to trading on a regulated market or a multilateral trading facility shall be entered as referred to in point (a) of this Regulation. Article 1: 1 of the Law on Financial Supervision or a system comparable to a regulated market or multilateral trading facility from a State that is not a Member State.
2 The effects shall be indicated on the extent to which they are not available for free disposal of the legal person.
1 The cash resources shall be included in cash, the balances on bank accounts and giro accounts, as well as the bills and cheques.
2 The amount of the funds shall be indicated, the extent to which they are not available for free disposal of the legal person.
1 Under own funds are included separately:
a. the subscribed capital;
b. Agio;
c. revaluation reserves;
d. other legal reserves, as distinct from their nature;
e. statutory reserves;
f. other reserves;
g. Non-distributed profits, together with a separate statement of the post-tax profit of the financial year, to the extent that their destination has not been included in the balance sheet.
2 Is the subscribed capital not paid up, the subscribed capital shall be indicated instead or, if deposits are issued, the paid-up and redeemed capital. The subscribed capital shall be reported in these cases.
3 The capital shall not be reduced by the amount of its own shares or certificates held by the legal person or a subsidiary.
4 Reserves are the reserves to be held under the provisions of the Articles 67a paragraphs 2 and 3 , 94a (6) (f) , 98c (4) , 365 (2) , 389 paragraphs 6 and 8 , 390 , 401 (2) and 423 (4) .
5 In a financial statement drawn up in a foreign currency unit, the item in paragraph 1 shall be added to: A said item included in that unit of money, to the course at the balance sheet date. If the statutes indicate the subscribed capital in a monetary unit other than the monetary unit in which the financial statements have been drawn up, the item referred to in paragraph 1 (a) shall also indicate that price and the amount in that other unit of expenditure.
1 The balance sheet shall include provisions against their nature clearly defined liabilities which at the balance sheet date are considered likely to be fixed or fixed, but which are not known in what size or when they will arise. Provision may also be made for expenditure to be incurred in the next financial year, in so far as the expenditure relating to that expenditure is due to the end of the financial year and the provision of such expenditure is to be equivalent to that of the allocation of charges over a number of financial years.
2 Impairment of an asset is not expressed through the formation of a facility.
3 The provisions shall be broken down according to the nature of the obligations, losses and costs to which they are to be taken; they shall be defined in accordance with the nature of the provisions. The explanatory notes shall specify as far as possible the extent to which the provisions should be regarded as long-term.
In any case, the following shall be taken separately:
(a) the provision for tax liabilities which may arise after the financial year, but which are attributable to the accounting year or to a previous financial year, including the provision for taxes exceeding the value of the goods in excess of the financial year preceding the financial year. production price may result;
b. Provision for pension liabilities.
1 Under the debts are included separately:
a. Bond loans, pledge letters and other loans with a separate indication of the convertible loans;
b. Debt to banks;
c. receive advance payments on orders in so far as not already deducted from asset items;
d. Debts to suppliers and trade credits;
e. Cheques to be paid and cheques;
f. debts to group companies;
(g) debts to legal persons and companies having a holding in the legal person or in which the legal person has an investee, if not already covered by f. indicate;
(h) taxes and social security contributions;
Pensions in respect of pensions;
j. Other liabilities.
2 In the case of each category of debt referred to in paragraph 1, the amount remaining for the remainder of the period shall be longer than one year, indicating the interest rate thereon. For the total of the debts referred to in paragraph 1, the amount remaining to be over five years shall indicate the amount remaining to be over five years.
3 For the total of the groups referred to in paragraph 1, the debt securities shall be declared for the purposes of the payment of the debts and the forms in which such collateral has been made. It shall also be notified of any debts which the legal person has committed, whether conditional or not, to the objections or to the objections of goods, to the extent necessary for the provision of the goods in question. Article 362 (1) Meant insight.
4 Indicated the amount of debt to be subordinated to the other debts; the nature of this subordination shall be explained.
5 The amount by which the debt is to be repaid exceeds the amount received, the difference may be activated at the latest, provided that the balance is separately stated.
6 The amount shall be indicated that the legal person shall be required to pay off loans entered in the debt with a residual maturity of more than one year in the course of the financial year following that to which the financial statements relate.
7 In the case of convertible loans, the conditions of conversion shall be communicated.
If the legal person has been held liable for the debts of others or is still at risk of discounting bills or chèques, the resulting liabilities shall, in so far as they are not provided in the balance sheet, be the result of the obligations arising out of the liability of the legal person. recorded, recorded and classified according to the form of security provided. Separate mention shall be made of the commitments entered into for the benefit of group companies.
1 To the profit and loss account are separately recorded:
a. The income and expenses of ordinary business, the taxes thereon and the result from the ordinary business post-tax exercise;
b. Other taxes;
c. the post-tax result.
2 The income and expenses from the ordinary course of business shall be divided either in accordance with paragraph 3 or in accordance with paragraph 4.
3 Separately:
a. Net turnover;
b. The use of the stock of finished products and work carried out in relation to the preceding balance sheet date;
c. the production activated for the benefit of own holding;
d. other operating income;
e. wages;
f. the social security burden with a separate mention of the pension burden;
g. the cost of land and excipients, and other external costs;
h. the depreciation and impairment charges of the intangible and tangible fixed assets, split into those categories of assets;
i. Reductions in value of current assets, in so far as they exceed the value reductions as are normal to the legal person;
j. the other operating costs;
k. the result of participations;
(l) income from other securities and claims, which are assets of fixed assets;
m. the other interest income and similar proceeds;
n. the changes in the value of the financial fixed assets and of the securities belonging to the current assets;
o. the interest expense and similar costs.
4 Separately:
a. Net turnover;
(b) the cost of the turnover, with the exception of interest charges included therein, including depreciation and depreciation;
c. the gross turnover result as a balance of the items A and B ;
d. the selling costs, including depreciation and extraordinary impairtions;
e. the general management costs, including depreciation and impairtions;
f. other operating income;
g. the result of participations;
h. Procees from other securities and claims that belong to the fixed assets;
(i) other interest income and similar income;
j. the changes in the value of the financial fixed assets and of the securities belonging to the current assets;
k. the interest expense and similar costs.
5 At the headings k-o of paragraph 3 and the posts g-k Paragraph 4 shall separately identify the benefits and charges arising from the relationship with group companies.
6 'Net turnover' means the proceeds from the supply of goods and services from the holding of the legal person, less rebates and the like and taxes levied on turnover.
7 Income and expenses to be allocated to another financial year are explained by their nature and size.
8 Indicate the amount and nature of the items of income and expenses which are of exceptional magnitude or are to an exceptional extent.
1 The conduct of own funds during the accounting year is shown in an overview. It turns out that:
a. the amount of each item at the beginning of the accounting year;
b. the additions and reductions of each item for the financial year, broken down by their nature;
(c) the amount of each item at the end of the accounting year.
2 In the summary, the item is paid in and the capital requested is broken down according to the types of shares. It shall specify the final position and the information relating to the holdings in the capital of the legal person and of its certificates, which it itself or a subsidiary shall hold or maintain for its own account. The item on which own funds have been deducted from the purchase price or book value shall be indicated.
3 The following shall be given to the manner in which payments by shares of shares which have been due in the financial year or are made on a voluntary basis, the business content of the operations carried out during the financial year, on which one of the following Articles 94 , 94c or 204 is applicable. A limited liability company shall indicate any acquisition or disposal of its own shares and certificates for its account; it shall state the reasons for the acquisition, the number, the nominal amount and the agreed price of the shares. shares and certificates involved in each operation and the part of the capital they represent.
4 A limited liability company shall state the information concerning the number, type and nominal amount of the own shares or certificates of their own shares:
a. which she or any other person has pledged for her account at the balance sheet date;
(b) which holds a subsidiary or a subsidiary at the balance sheet date on the basis of acquisition by way of an application of Article 98 (5) .
1 The legal person shall indicate the name, place of residence and the share of the subscribed capital of each carrier:
a. To which he alone or together with one or more subsidiaries provides or raises at least one fifth of the subscribed capital for its own account; or
b. In which, as a member of the company, he is fully liable to the creditors for the debts.
2 Of each component A of the company referred to in paragraph 1 shall also indicate the amount of own funds and the result, in accordance with the last published annual accounts, unless:
a. the legal entity consolidates the financial data of the company;
b. the legal entity the carrier on its balance sheet or consolidated balance sheet in accordance with Article 389 (1) to (7) justification;
(c) the legal person is of negligible interest or on the basis of the financial data of the company Article 408 does not consolidate; or
(d) less than half of the capital of the company is provided for the account of the legal person and the company is legally failing to disclose its balance sheet.
3 Unless such a company lawfully does not disclose its interest in the legal person, the legal person shall indicate:
a. Name and residence of the carrier which is at the head of its group; and
(b) the name and place of residence of any company which consolidates its financial data in its published consolidated financial statements, as well as the place where copies of its financial data are not to be obtained at a cost exceeding the cost price.
4 Our Minister for Economic Affairs may grant an exemption from the obligations referred to in paragraphs 1, 2 and 3 if there are grounds for fear that there may be serious harm to the indication. This derogation may be granted for a maximum period of five years. The explanatory note shall state that an exemption has been granted or requested. Pending application is not required disclosure is required.
5 The entries, required in this article and in Article 414 may be incorporated jointly. The legal person may individually inspect the part of the explanatory note containing those entries for each deposit to the commercial register, provided that the two parts of the explanatory note refer to one another.
1 Where the establishment of the company of the legal person is adapted to work in various industries, figures are given to the extent to which each of the types of that activity has its net turnover. contributed.
2 Net turnover shall be broken down by similar means to the respective territories in which the legal person supplies goods and services.
3 Article 379 (4) shall apply mutatis mutandis.
After the balance sheet date with significant financial consequences for the legal person and the companies involved in its consolidated financial statements together, the non-balance sheet or profit and loss account shall be entered in the balance sheet or profit and loss account, Communication of the magnitude of the impact.
Notification shall be given:
(a) the name of the legal person;
(b) the legal form of the legal person;
(c) the seat of the legal person; and
d. the number assigned by the Chamber of Commerce in Article 9 (a) of the Commercial Code Act 2007 , among which the legal person is registered in the Commercial Register.
The legal person shall indicate the destination of the profit or the processing of the loss or, as long as it is not established, the proposal to that effect.
The legal person shall declare the number of profit certificates and similar rights, indicating the powers they give.
1 Mentioning the significant, unbalanced, financial obligations of the legal person for a number of years of the future, such as those arising from long-term contracts. It shall also indicate which contingent assets, contingent liabilities and unprocessed liabilities the legal person is linked to. The obligations to group companies shall be specified separately. Article 375 (3) shall apply mutatis mutandis.
2 It shall also be mentioned as to the nature, the commercial purpose and the financial consequences of non-balance-sheet schemes of the legal person, where the risks or benefits arising from such schemes are significant and, in so far as they are: the disclosure of such risks or benefits is necessary for the assessment of the financial position of the legal person.
3 It is stated which of any significant transactions by the legal person is not under normal market conditions with related parties as set out in the International Accounting Standards Board ' s and by the European Commission have been entered into approved standards, the extent of those transactions, the nature of the related party, as well as any other information about those transactions necessary for the provision of understanding of the financial position of the party legal person. Information on individual transactions may be merged according to their nature, unless separate information is required to understand the impact of transactions with related parties for the financial position of the company. legal person. An indication of transactions between two or more members of a group may be omitted, provided that subsidiaries which are parties to the transaction are wholly owned by one or more of the members of the group.
Where financial instruments are valued at the present value, the legal person shall indicate:
a. Where the current value is determined using valuation models and techniques, the assumptions underlying them;
b. by category of financial instruments, the current value, the value changes included in the profit and loss account, the value changes made on the basis of Article 390 (1) be included in the revaluation reserve and the value changes that have been deducted from the free reserves; and
c. by category of derivative financial instruments, information on the size and nature of the instruments, as well as the terms and conditions that may affect future cash flows on the amount, timing and security of future cash flows.
Where financial instruments are not valued at the present value, the legal person shall indicate:
a. Financial instruments derived for each category:
1 °. the present value of the instruments, if it can be determined by any of the Article 384 (4) prescribed methods;
2. information on the size and nature of the instruments; and
b. for financial fixed assets valued at a value higher than the current value and without that execution given to the second sentence of Article 387 (4) :
1 °. the carrying amount and the present value of the individual assets or of appropriate groups of the individual assets;
2 °. the reason why the book value has not been reduced, as well as the nature of the indications underlying the conviction that the carrying amount will be able to be realized.
The average number of employees employed by the legal person during the financial year is to be classified in a manner appropriate to the establishment of the undertaking. The company makes an indication of the number of employees who work outside the Netherlands. Has Article 377 (3) no application was found in the profit and loss account, the data required there shall be entered in points e and f.
1 Declared the total fees charged to the legal person in the financial year for the examination of the financial statements, total fees for other control contracts, total fee for consultancy services in the field of tax and total fees honoraria for other non-control services, conducted by the external auditor and the auditing organisation, mentioned in Article 1, first paragraph, points (a) and (e) of the Audit Organisations Act .
2 If the legal person has subsidiaries or consolidates the financial data of other companies, fees charged for the financial year shall be included in the declaration.
3 The fees are not to be declared by a legal person whose financial data is consolidated in a consolidated financial statement subject to the regulation of the European Parliament and of the Council under the applicable law. on the application of international accounting standards or Directive 2013 /34/EU of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and -related reports of certain types of works, amending Directive Regulation 2006 /43/EC of the European Parliament and of the Council and repealing Council Directives 78 /660/EEC and 83 /349/EEC (PbEU 2013, L 182), provided that the fees referred to in paragraph 1 are included in the notes to those consolidated accounts shall be entered.
1 The amount of remuneration, including pension charges, and other benefits for the joint directors and former directors and, separately, for joint commissioners and former Commissioners, shall be specified. The previous sentence refers to amounts that have been charged to the legal person during the accounting year. If the legal person has subsidiaries or consolidates the financial data of other companies, the amounts which have been charged for the financial year shall be included in the declaration. An indication that can be traced back to a single natural person may be omitted.
2 With the exception of the last sentence, paragraph 1 shall also apply to the amount of loans, advances and guarantees provided by the legal person, its subsidiaries and directors and directors of the legal person. and the companies from which he consolidates the data. The amounts still outstanding, the amount to be paid and the amounts waived, the interest rate, the main remaining provisions and the repayments during the financial year are to be specified.
The Article 360 (3) 'foundations' and 'associations' referred to shall indicate both the statutory arrangements for the use of the result and the way in which the post-tax result is to be used.
By way of derogation from Article 383, Articles 383c to 383e shall apply to the public limited-liability company, with the exception of the public limited-liability company, whose statutes contain only shares in name, contain and not permit the blocking of shares. to be issued to toinclude with the cooperation of the company.
1 The company shall declare the amount of the remuneration for each driver. This amount shall be broken down by:
a. Rewards periodically paid,
b. rewards affordable in time,
c. Benefits on termination of service,
d. profit-sharing and bonus payments;
to the extent that these amounts have been charged to the company during the accounting year.
Where the company has paid a bonus in the form of bonus which is wholly or partly based on the attainment of the objectives pursued by or on account of the company, it shall inform it of such a payment. In so doing, the company shall indicate whether these objectives have been attained during the year under review.
2 The company shall declare the amount of the remuneration payable to each former driver, broken down by payment of a salary payable in time and in the event of termination of employment, to the extent that such amounts are chargeable to the person concerned in the accounting year of the year. The company has come.
3 The company shall declare the amount of the remuneration for each Commissioner to the extent that such amounts have been charged to the company during the accounting year. If the company has awarded a remuneration in the form of profit-sharing or bonus, it shall state them separately, giving the reasons underlying the decision to grant remuneration in that form to a person of a kind who is not entitled to pay. Commissioner. The last two sentences of paragraph 1 shall apply mutatis mutandis.
4 The company shall declare the amount of the remuneration of each of the Commissioners referred to, to the extent that this amount has been charged to the company in the financial year.
5 If the company has subsidiaries or consolidates the financial information of other companies, the sums paid to them in the financial year shall be included in the declarations allocated to the category in question. the remuneration referred to in paragraphs 1 to 4.
6 The company shall declare either the amount of the adjustment or the recovery of the remuneration referred to in Article 6 (1) of the Article 135 (6) to (8) .
1 The company which confers rights on directors or employees to take or obtain shares in the capital of the company or a subsidiary shall, for each driver and for the employees, indicate:
a. the exercise price of the rights and the price of the underlying shares in the capital of the company if the exercise price is lower than the price of those shares at the time when the rights were granted;
(b) the number of duties not yet exercised at the beginning of the accounting year;
(c) the number of rights granted by the company in the financial year by the conditions attached thereto; if such conditions are changed during the accounting year, these changes must be reported separately;
d. the number of duties exercised during the accounting year, specifying, in any event, the number of shares and the exercise prices of that exercise;
(e) the number of duties not yet exercised at the end of the accounting year, indicating:
-the exercise price of the rights granted;
-the residual maturity of the duties which have not yet been exercised;
-the most important conditions applicable to the exercise of rights;
-a system of financing which has been taken in connection with the granting of rights; and
other information which is relevant for the assessment of the value of the duties;
f. where applicable: the criteria applied by the company to be applied to the granting or exercise of the rights.
2 The company which confers on Commissioners rights in order to obtain shares in the capital of the company or a subsidiary shall also declare, for each Commissioner, those rights and the grounds on which they are based on the rights of the company or subsidiary. the decision to grant those rights to the Commissioner. Paragraph 1 shall apply mutatis mutandis.
3 The company lists the number of shares in the company's capital per balance sheet date or will be purchased after the balance sheet date or the number of new shares to be placed by balance sheet date or will be repurchased after balance sheet date. for the purpose of the exercise of the rights referred to in paragraphs 1 and 2.
For the purposes of this Article, shares shall also mean the certificates of shares issued with the cooperation of the company.
The company shall declare the amount of the loans, advances and guarantees for each director and any commissioner of the company, provided by the company, its subsidiaries and the companies of which it is responsible. consolidate the data. The amounts still outstanding, the interest rate, the main remaining provisions, and the repayments during the accounting year are specified.
1 In choosing a basis for the valuation of an asset and a passive and for determining the outcome, the legal person shall be guided by the rules of Article 362 Members 1-4 ..............................
2 In the case of the application of the bases, caution is exercised. Profits shall be included only if they have been achieved at the balance sheet date. Obligations which originate before the end of the financial year shall be taken into account if they have become known before the annual accounts are published. Foreseeable liabilities and potential losses which may originate before the end of the accounting year may be observed if they have become known before the annual accounts are published.
3 When valuation of assets and liabilities is assumed, the whole of the business of the legal person to which those assets and liabilities are service shall continue, unless that assumption is incorrect or If there is a reasonable doubt, this will be explained in the explanatory statement of the power and the effect of the statement.
4 In the case of a general measure of management, rules may be laid down concerning the content, limits and method of application of measurement against current values.
5 The bases of valuation of the assets and liabilities and the determination of the result shall be set out in relation to each item. The bases for the conversion of amounts denominated in foreign currency are set out, indicating the way in which exchange rate differences have been made.
6 For justified reasons, the valuation of assets and liabilities and the determination of the results may be on a basis other than those applied in the previous financial year. The reason for change is explained in the explanatory statement. It also gives insight into its importance and result, by using adjusted figures for the financial year or for the previous financial year.
7 Value changes of:
a. Financial Instruments;
b. other investments; and
(c) agricultural stocks for which frequent market quotations are valued at current value under paragraph 1 may, by way of derogation from the second sentence of paragraph 2, be included immediately in the result, unless otherwise provided in this Section. Otherwise it is determined. Value changes of derivative financial instruments, to the extent not referred to in paragraph 8, shall, where necessary by way of derogation from paragraph 2, immediately benefit or be charged to the result.
8 Value changes of financial instruments that are to be used and effective to cover risk regarding assets, assets in order and other liabilities not yet included in the balance sheet, or on proposed transactions brought directly to the benefit or from the revaluation reserve, to the extent necessary to ensure that these value changes are factored in the result in the same period as the value changes they are designed to achieve to cover.
1 The assets and liabilities are, in so far as they are in their meanings for the Article 362 (1) relevant insight, measured separately.
2 The valuation of similar items of stocks and securities may be carried out using weighted average prices, from the rules "first-in, first-from" (Fifo), "last-in, first-from" (Lifo), or similar rules.
3 Material fixed assets and stocks of land and excipients which are replaced regularly and of which the combined value is of subordinate significance may be included at a fixed quantity and value, if the quantity, composition and value only minor changes.
4 The in Article 365 (1) (d) (e) the assets listed shall be included up to the maximum of the expenditure incurred, less depreciation.
5 Own shares or certificates thereof which the legal person holds or does not allow to be activated shall not be activated. The value assigned to the interest in a subsidiary is, whether proportional or not in proportion to the importance, reduced by the acquisition price of shares in the legal person and of certificates thereof, which the subsidiary is responsible for own account. However, it has acquired such shares or certificates before the date on which it became a subsidiary, but their book value shall, however, be deducted from or a proportionate share thereof.
1 The depreciation shall be independent of the profit or loss of the financial year.
2 The methods of calculating the depreciation are set out in the notes on the accounts.
3 The cost capitalised in connection with the establishment and the issue of shares shall be written off in a maximum of five years. The cost of development to the extent that it is activated and the capitalised costs of goodwill are depreciated according to the expected duration of use. In exceptional cases where the duration of the cost of development and of goodwill cannot be reliably estimated, those costs shall be written off in a period not exceeding 10 years. In such cases, the explanatory notes indicate the reasons for the depreciation period of the cost of goodwill.
4 Fixed-term fixed assets are depreciated each year according to a system that is geared to the expected future use.
5 On the corresponding Article 375 (5) A reasonable part of a debt is depreciated on an annual basis until redemption.
1 Value reductions of assets shall be taken into account independently of the profit and loss account for the accounting year.
2 Vlotting assets shall be valued at current value if at the balance sheet date it is less than the acquisition or production price. Valuation is done at a different lower value, if in Article 362 (1) This insight will be served by this.
3 When valuing fixed assets, account is taken of a reduction in their value, if expected to be sustainable. The valuation of financial fixed assets may in any case be taken into account with impairment of the balance sheet date.
4 The retirement shall be made in accordance with the preceding paragraphs, in so far as they are not Article 390 (3) is removed from the revaluation reserve, to be charged to the profit and loss account. The retirement will be undone once the depreciation has ceased to exist. Entries pursuant to paragraph 3, as well as the repayments, shall be taken separately to the profit and loss account or in the notes on the accounts.
5 The second sentence of paragraph 4 shall not apply to goodwill remitts.
1 The purchase price at which an asset is valued shall include the purchase price and the additional costs.
2 The production price at which an asset is valued includes the acquisition cost of the raw materials used and the other costs directly attributable to the manufacture. The production price may also include a reasonable part of the indirect costs and the interest on debts over the period attributable to the production of the asset; in that case, the explanatory statement shall state that it is Interest is activated.
1 The holdings in which the legal person exercises a significant influence over the business and financial policies shall be responsible in accordance with paragraphs 2 and 3. If the legal person, or one or more of its subsidiaries, is only able to release or release a fifth or more of the votes of the members, members or shareholders, it is presumed that the legal person or whether it is a member of a subsidiary or of its subsidiaries, is not exerting influence of meaning.
2 The legal person determines the net asset value of the investee by valuing the assets, provisions and debts of the company in which it participates and calculating its result on the same basis as its own assets, provisions, debts and results. This method of valuation must be stated.
3 Where the legal person does not provide sufficient information to determine the net asset value, it may be based on a value otherwise determined in accordance with this Title and shall change that value by the amount of its value. share in the result and in the benefits of the society in which he participates. This method of valuation must be stated.
4 In the annual accounts of a legal entity which is not a bank as referred to in Article 415 may be responsible for holding a participation in a bank in accordance with Section 14 take place of this title. In the financial statements of a bank as referred to in Article 415 a participation in a legal person which is not a bank is justified in accordance with the rules applicable to banks with the exception of Article 424 and without prejudice to the first sentence of paragraph 5.
This exception does not need to be applied to participations in which activities are carried out, which are directly linked to the extension of the banking business.
5 In the annual accounts of a legal entity which is not an insurance company as referred to in Article 427 may be the responsibility of a participation in an insurance company in accordance with Section 15 take place of this title. In the annual accounts of an insurance company as referred to in Article 427 a participation in a legal person which is not an insurance company shall be responsible in accordance with the rules governing insurance undertakings, without prejudice to the first sentence of paragraph 4 of this Article.
6 The legal person shall maintain a reserve of its share of the positive result from holdings and in direct capital gains since the initial valuation pursuant to paragraph 2 or 3. Participations whose cumulative result has not been positive since the first valuation is not taken into account. The reserve shall be reduced by the benefits to which the legal person has received such a right up to the date of adoption of the financial statements, and by direct capital reductions in the holding; benefits which he/she may receive from the Member State. without restriction, it shall also be deducted. This reserve may be converted into capital. Cash benefits shall not be included among the benefits referred to in this paragraph.
7 If the value at the initial valuation in accordance with paragraph 2 or 3 is lower than the acquisition price or the prior carrying amount of the investee, the difference shall be activated as goodwill. For this calculation, the purchase price shall also be reduced in accordance with Article 385 (5) .
8 Value increases or losses of holdings on the basis of conversion of the capital invested therein and the result from the currency of the holding to the currency in which the legal person makes up its financial statements shall benefit from respectively, to be charged with a reserve conversion rate. Exchange rate differences on loans made to cover foreign exchange risk exchange risk shall also be charged to this reserve. The reserve may have a negative balance. In case of total or partial disposal of the interest of the holding in question, the part of the reserve which relates to the part of the part of that part shall be excluded from that reserve. If the reserve conversion difference has a negative balance, no cash benefits may be paid to the reserves at the level of this balance.
9 For reasons which are justified in the explanatory statement, the application of paragraph 1 may be derogated from.
10 Separate financial statements and the result of the separate financial statements and according to the consolidated financial statements of the legal person shall be disclosed in the notes to the separate financial statements.
1 Value added assets of tangible fixed assets, intangible fixed assets and stocks that are not agricultural stocks shall be included in a revaluation reserve. Value increases of other assets valued at current value shall be included in a revaluation reserve, unless they are under Article 384 shall be brought to the benefit of the result. In addition, the legal person shall be a revaluation reserve charged to the free reserves or from the profit of the financial year, to the extent that, in the accounting year, the value increases of assets still present at the balance sheet date are to be used for the benefit of the result of the accounting year. A revaluation reserve shall not be constituted for assets referred to in the previous sentence for which frequent market quotations exist. Amount of deferred losses to be charged to the revaluation reserve on financial instruments referred to in Article 10 of the Treaty. Article 384 (8) , no cash benefits can be paid from the reserves. The revaluation reserve may be reduced by any remaining tax liabilities in respect of assets that have been revalued at a higher amount.
2 The revaluation reserve may be converted into capital.
3 The revaluation reserve shall not exceed the difference between the carrying amount on the basis of the acquisition price and the carrying amount based on the current value of the assets used in valuation of the revaluation reserve Related. This reserve shall be reduced by the amount entered in the reserve under a particular asset if the relevant asset is recognised as being actively engaged. An impairment of an asset, measured at current value, shall be charged to the revaluation reserve to the extent that this asset has been upgraded to the revaluation reserve prior to that asset.
4 The reductions of the revaluation reserve in favour of the profit and loss account shall be included in a separate item.
5 The explanatory statement shall set out whether and in what manner, in relation to the revaluation, account is taken of the impact of taxes on assets and results.
1 The Management Report gives a true and fair view of the situation at the balance sheet date, the development during the financial year and the results of the legal person and of the group companies whose financial statements are included in its financial statements. The management report shall include, in accordance with the size and complexity of the legal person and group companies, a balanced and complete analysis of the situation at the balance sheet date, the evolution during the accounting year and the results. Where necessary for a good understanding of the development, results or position of the legal person and group companies, the analysis includes both financial and non-financial performance indicators, including environmental and financial services. personnel matters. The management report shall also provide a description of the main risks and uncertainties faced by the legal person. The Board report shall be made in the Dutch language, unless the general meeting has decided to use any other language.
2 Communications are made in the management report on the expected state of affairs; in so far as important interests are not opposed, particular attention shall be paid to investment, financing and financing. -staffing and the circumstances of which the development of turnover and profitability depends. Communications shall be made on the research and development activities. It should be noted how special events that do not need to be taken into account in the financial statements have affected expectations. The public limitedcompany to which Article 383b applies also communicates the company's policy on the remuneration of its directors and directors and the way in which this policy is in practice during the year under review. shall be taken
3 As regards the use of financial instruments by the legal person, and to the extent that this is meaningful for the assessment of its assets, liabilities, financial condition and outcome, the objectives and policies of the Member State shall be identify legal persons in risk management. Attention shall be paid to the policy of hedge of risk associated with all major types of proposed transactions. In addition, consideration shall be given to the price, credit, liquidity and cash flow risks incurred by the legal person.
4 The management report shall not be in conflict with the annual accounts. Where the provision of the summary referred to in paragraph 1 is required, the management report shall include references to and additional explanations of items in the financial statements.
5 In the case of a general measure of management, detailed rules on the content of the administrative report may be laid down. These rules may cover, in particular, compliance with a code of conduct to be referred to in the general measure of management, and on the content, disclosure and audit of a corporate governance statement.
6 The nomination for a general measure of directors to be adopted pursuant to paragraph 5 shall not be made earlier than four weeks after the draft has been submitted to both Chambers of the States General.
1 The Board shall add the following information to the financial statements and to the management report:
a. The audit statement referred to in Article 393 (5) or a communication on why it is missing;
b. a display of the statutory system for the purpose of profit;
(c) a representation of the statutory scheme as regards the contribution to a deficit of a cooperative or mutual guarantee company, in so far as it deviates from the legal provisions;
d. a list of names of persons to whom a special statutory right of control is made to the legal person, specifying the nature of that right, unless such information is communicated on the basis of the administrative report on the basis of which the Of Article 391 (5) ;
e. an indication of the number of voting-free shares and the number of shares which do not confer any or only a limited right to division into the company's profits or reserves, indicating the powers they give;
f. A declaration of the existence of ancillary establishments and of the countries in which branches are ancillary, and of their trade name, if different from that of the legal person.
2 The data shall not be in conflict with the annual accounts and with the management report.
3 Is a right referred to in paragraph 1 P. is represented in a share other than the number of such shares held by the rightholders. Where the right to a company, association, cooperative, mutual guarantee society or foundation is granted, the names of the directors shall also be communicated.
4 The provisions of paragraph 1 P. and paragraph 3 does not apply to the extent that our Minister for Economic Affairs has granted an exemption on grounds of major reason from the legal person; this waiver may be granted for a maximum period of five years. No derogation may be granted from the provisions of paragraph 1 (e) where such information is to be communicated in the management report on the basis of: Article 391 (5) .
5 The board of a foundation or an association as referred to in Article 360 (3) the information referred to in paragraph 1 shall be required B and C , not to add to the financial statements and to the governance report.
1 By general management measure implementing directives of the European Parliament and of the Council of the European Union laying down rules on the annual accounts, rules relating to the obligation of legal persons of certain Member States to implement the rules governing the sectors in the preparation and disclosure of a report or a consolidated report on payments made to public authorities and detailed rules on the content of the report.
2 The publication of the report referred to in paragraph 1 shall be published within 12 months of the end of the financial year in accordance with the procedure laid down in Article 4 (1). Article 394 (1), second sentence .
1 The legal person shall order the annual accounts to be examined by a register accountant or by an Accountant Administrative Tribunal for whom an account has been entered in the Register of Auditors as referred to in Article 1 (1). Article 36, second paragraph, part (i) of the Law on the Board of Auditors . The assignment may be awarded to an organisation in which auditors that may be designated shall cooperate. If a legal person is also an organisation of public interest as referred to in Article 1 (1), first paragraph, part l, of the Audit Organisations Act , this legal person shall inform the Foundation Financial Markets of the auditor or the audit body which is intended to carry out an examination of the annual accounts of the legal person. Such communication shall be made before the award of the contract referred to in paragraph 2 has been issued. Our Minister of Finance has laid down detailed rules on this communication by means of a ministerial arrangement.
2 The general meeting shall be the responsibility of the general meeting. If this is not the case, the supervisory board shall be responsible for, whether it is lacking or failing to do so, the board of directors. The appointment of an auditor shall be limited by any nomination. The contract may be withdrawn by the general meeting and by the person who has granted it; in addition, the supervisory authority may be revoked by the board of directors. The contract may only be withdrawn for duly substantiated reasons; this does not mean a difference of opinion on methods of reporting or monitoring. The general meeting shall hear the auditor, on his request, on the withdrawal of a contract or on the intention expressed to him. The Management Committee and the auditor shall without delay inform the Foundation Financial Markets Authority of the revocation of the contract by the legal person or interim termination by the auditor and provide adequate justification for this.
3 The auditor examines whether the annual accounts are Article 362 (1) Provides the necessary insight. It shall also verify that the annual accounts comply with the rules laid down in accordance with the law, or the management report is drawn up in accordance with this Title and is compatible with the annual accounts, and whether the management report is in the light of the financial statements of the knowledge and understanding of the legal person and its environment, including material misstatements, and whether the information required in Article 392 (1) (b) to (f) has been added during the examination of the financial statements.
4 The auditor shall report on his research to the supervisory board and to the board of directors. In doing so, he shall report at least his findings regarding the reliability and continuity of the automated data processing.
5 The auditor shall reflect the results of his examination in a statement concerning the loyalty of the annual accounts. The auditor may issue a separate statement for the Separate Financial Statements and for the consolidated financial statements. The statement of auditors shall include at least:
a. An indication on which annual accounts are related to the investigation and which statutory requirements are applicable to the financial statements;
(b) a description of the scope of the investigation, indicating at least the guidelines for auditing that have been complied with;
(c) an assessment of whether the annual accounts give the necessary insight into and comply with the rules laid down in and pursuant to the Act;
d. to issue a reference to particular cases to which the auditor draws attention in particular, without issuing a statement as referred to in paragraph 6 (b);
e. an indication of the proven shortcomings as a result of the investigation pursuant to paragraph 3 or the management report in accordance with this Title is drawn up and whether the Article 392 (1) (b) to (f) , required information has been added;
f. a judgement on the compatibility of the management report with the annual accounts;
(g) a judgment or, in the light of the knowledge and understanding of the legal person and its environment obtained during the examination of the financial statements, material inaccuracies in the management report, indicating the nature of the information and inaccuracies.
6 The statement of auditors as referred to in paragraph 5 shall take the form of:
a. an approval statement;
b. A statement of limitation;
c. a repelling statement; or
d. A statement of deafening abstention.
The auditor signs and diaries the auditor's statement.
7 The annual accounts cannot be fixed if the competent institution concerned has not been able to take note of the statement by the auditor, which had to be added to the financial statements, unless the other information provides for legal basis. Tell us why the explanation is missing.
8 Any interested party may require the legal person to comply with the obligation laid down in paragraph 1.
1 The legal person shall be obliged to publish the annual accounts within eight days of the adoption of the accounts. Disclosure shall be made by depositing the annual financial statements in the Dutch language or, if it is not produced, the annual accounts in French, German or English, at the commercial register, if applicable, in the manner in which they are published. Prescribed with or under Article 19a of the Commercial Registry Act 2007 . The day of fixing must be stated.
(2) The financial statements are not adopted within two months of the end of the period prescribed for the completion of the statement in accordance with the law, and the Board shall without delay make the published annual accounts in accordance with the procedures laid down in paragraph 1. public; the annual accounts shall state that it has not yet been adopted. Within two months of the judicial destruction of an annual account, the legal person must deposit a copy of the orders issued in the judgment in respect of the annual accounts with the commercial register, indicating the statement.
3 At the latest 12 months after the end of the accounting year, the legal entity shall have made public the annual accounts in the manner prescribed in paragraph 1.
4 Simultaneous with and in the same manner as the financial statements become the administrative report and the other Article 392 have been published in English or in one of the other languages referred to in paragraph 1. Except in the case of the information referred to in Article 392 (1) (a) and (f), the foregoing shall not apply if the documents are kept to the right of the legal person to inspect each and upon request a complete or partial copy thereof. (i) at most at cost price; the legal person shall be responsible for registration in the commercial register.
5 The previous members do not apply if our Minister for Economic Affairs is in Article 58 , Article 101 or Article 210 has been granted an exemption, and a copy of that waiver shall be deposited with the commercial register.
6 The documents referred to in the preceding paragraphs shall be kept for seven years. The Chamber of Commerce may transfer the data placed on these documents to other data media, which it shall store in their place on the commercial register, provided that such transmission is made with correct and complete display of the data and this information. data is available throughout the storage period and can be made legible within a reasonable time.
7 Any interested party may require the legal person to comply with the obligations set out in paragraphs 1-5.
8 A company whose securities are admitted to trading on a regulated market as referred to in the Law on financial supervision shall be deemed to have satisfied the following:
(a) (1) if they have adopted the annual accounts on the basis of Article 5:25o, first paragraph, of that law has sent to the Foundation Financial Markets Authority;
(b) paragraph 2, first sentence, if it has communicated on the basis of Article 5:25o, second paragraph, of that law to the Foundation Financial Markets Authority;
(c) fourth paragraph, first sentence, if it is the administrative report and the other Article 392 data on the basis of Article 5:25o, 4th paragraph, of the Financial Supervision Act has forwarded to the Foundation for Financial Markets.
If the annual accounts are made public in a manner other than that under the previous article, the latter shall at least be Article 393 (5) The certificate referred to above has been added. For the purposes of the preceding sentence, the annual accounts of a legal person to which Article 397 be applicable, including the annual accounts in the form of which it may be made public under that Article. If the statement is not made, the reason for the statement is given.
2 If only the balance sheet or the profit and loss account, whether or not accompanied by explanatory notes or not, or the financial statements are disclosed in summary form otherwise than under the previous article, it shall be clearly indicated by reference to: the disclosure under legal provision, or, if not done, under the communication of this fact. The Article 393 (5) The statement of auditors may not be added or added. The disclosure shall state whether the auditor has made this statement. If the statement is made, please indicate the scope of the declaration in question. Article 393 (6) the audit statement and is also mentioned whether the auditor in the statement in particular has drawn attention to certain cases, without a statement as referred to in Article 393 (6) (b) -To give it off. If the statement is not made, the reason for the statement is given.
3 Is the annual accounts not yet established, this shall be indicated in the documents referred to in paragraph 1 and paragraph 2. Where a communication as referred to in the last sentence of Article 362 (6) has been done, this is also stated.
1 Paragraphs 3 to 6 shall apply to a legal person who has met two or three of the following two-balance-sheet data on two consecutive balance sheet dates, without interruption thereafter on two consecutive balance sheet dates:
a. The value of the assets according to the statement of balance sheet shall be, on the basis of the procurement price and the production price, not more than € 350,000;
(b) the net turnover for the financial year is not more than € 700,000;
(c) the average number of employees in the financial year is less than 10.
2 For the purposes of paragraph 1, the value of the assets, net turnover and the number of employees of group companies, which should be included in the consolidation if the legal person is to have consolidated accounts have to format. This does not apply if the legal person Article 408 apply.
3 The provisions of paragraphs 3 and 4 of Article 364 the remaining assets and liabilities are not covered by the other operating expenses in respect of the assets and liabilities of the assets and liabilities of the assets and liabilities Article 377 paragraph 3 point j .
4 Of the following Section 3 prescribed declarations need not to be done other than those prescribed in the Articles 364 (1) , 365 paragraph 1 (a) and 370 (1) (d) , 373 (1) Where the items are combined into a heading, 374 (1) and 375 (1) Where the items are drawn together into a post. In addition, a public limited liability company mentions the data mentioned in the second sentence of Article 378 (3) at the bottom of the balance
5 Of the following Section 4 prescribed declarations need not to be done other than those prescribed in the Articles 377 (1) (a) except for indication of the income and expenses of the ordinary business exercise, 377 paragraph 3 (a), (d) and (e), 377 (3) (g) excluding other external costs, 377 (3) (h) and (i) where the items are assembled to a post and 377 paragraph 3 under j.
6 Section 5 , the rules in Section 6 concerning the declarations prescribed in the notes on the accounts, and the Divisions 7 , 8 and 9 are not applicable.
7 By way of derogation from Section 6 of this title come for the valuation of assets and liabilities and for the determination of the result are also considered to be the bases for determining taxable profits, Chapter II of the Law on Corporate Tax 1969 , provided that the legal person applies all the tax bases applicable to it. If the legal person applies those bases, it shall refer to them in the notes on the accounts. In the case of a general measure of administration, detailed rules may be laid down on the use of these bases and on the explanatory notes.
8 Article 394 shall apply only with regard to a balance sheet limited in accordance with paragraphs 3 and 4.
1 Without prejudice to Article 395a (3) to (9) shall apply to a legal person who has met two or three of the following two-balance-sheet data on two consecutive balance sheet dates, without interruption thereafter on two consecutive balance sheet dates:
a. The value of the assets according to the statement of balance sheet shall be, on the basis of the procurement price and the production price, not more than € 6,000,000;
b. The net turnover for the financial year is not more than € 12,000,000;
(c) the average number of employees in the financial year is less than 50.
2 For the purposes of paragraph 1, the value of the assets, net turnover and the number of employees of group companies, which should be included in the consolidation if the legal person is to have consolidated accounts have to format. This does not apply if the legal person Article 408 apply.
3 Of the following Section 3 prescribed declarations need not to be done other than those prescribed in the Articles 364 , 368 (2) (a) , 373 Members 1 to 5, first sentence , 375 (2) , where the indication of the interest rate is omitted, and paragraph 3 and 376 , as well as, without breakdown by type of claim, in Article 370 (2) and the indication of the retained part of the result.
4 In the profit and loss account the items are mentioned in Article 377 (3) (a-d) and (g) In accordance with paragraph 4 (a) and (f), a gross operating result has been drawn up in accordance with the provisions of paragraph 4.
5 In Article 378 (1) The list shall be given only in respect of the revaluation reserve, except where the second sentence of Article 378 (3) . The Articles, 379 , 380 , 381 (2) and (3) , 381b, introductory wording and point (a) , 382a and 383 (1) are not applicable. The legal person shall state the name and residence of the company which draws up the consolidated accounts of the group to which the legal person belongs. The information referred to in Article 382 shall be limited to communication of the average number of employees employed by the legal person during the accounting year.
6 By way of derogation from Section 6 of this Title the valuation of the assets and liabilities and the determination of the result may also be the basis for determining the taxable profits, as set out in paragraph 1. Chapter II of the Law on Corporate Tax 1969 , provided that the legal person applies all the tax bases applicable to it. If the legal person applies those bases, it shall refer to them in the notes on the accounts. In the case of a general measure of administration, detailed rules may be laid down on the use of these bases and on the explanatory notes.
7 The 380c Articles and 380d , 383b to 383e , 391 , 392 and 393 Member 1 are not applicable.
8 Article 394 shall apply only in respect of a balance sheet and the explanatory notes limited in accordance with paragraph 3. In the disclosure document, the information referred to in the document shall not be drawn up. Article 380a .
9 If the legal person does not seek a profit, it is necessary to Article 394 not to be applied, provided it is
(a) the documents referred to in paragraph 8 to creditors and holders of shares of his capital or of certificates of such a kind or for any other party to whom the meeting is entitled, at their request, immediately sends free of charge or at the right of the legal person to inspect them ; and
(b) on the commercial register, issued a statement by an auditor, including that the legal person has not done business outside the target description in the financial year, and that this article applies to him.
1 Except Article 396 Paragraphs 3 to 7 shall apply to a legal person who has met two or three of the following two-balance-sheet data on two consecutive balance sheet dates, without interruption thereafter on two consecutive balance sheet dates:
a. The value of the assets, according to the statement of balance sheet, is, on the basis of the procurement price and the production price, not more than € 20,000,000;
b. The net turnover for the financial year is not more than € 40,000,000;
(c) the average number of employees in the financial year is less than 250.
2 For the purposes of paragraph 1, the value of the assets, net turnover and the number of employees of group companies, which should be included in the consolidation if the legal person is to have consolidated accounts have to format. This does not apply if the legal person Article 408 apply.
3 In the profit and loss account the items are mentioned in Article 377 (3) (a) and (g), and (4) (a-c) and (f) , drawn to a gross operating income item; the legal person shall indicate in a ratio, to what extent the net turnover has increased or decreased in relation to the previous year.
5 Of the Section 3 -------------------------- Articles 364 , 365 (1) point (d) , 366 , 367 under a-d , 370 (1) (b) and (c) , 373 , 374 members 3 and 4 , 375 paragraphs 1 point a, b, f and g and paragraph 3 ; and 376 and the accrual items. The Members 2 of Article 370 and 375 apply both to the total of claims and debts and to the items in paragraph 1 of those articles which need to be mentioned separately. The statement of profit and loss account and the explanatory note may be limited in accordance with paragraphs 3 and 4.
6 The information required by Article 381 (2) it shall be limited to information on the nature and the commercial purpose of the arrangements referred to therein. Article 381 (3) does not apply unless the legal person is a public limited liability company, in which case the entry as referred to in point Article 381 (3) is limited to transactions entered into directly or indirectly between the company and its main shareholders and between the company and its members of the board and of the supervisory board.
7 The data referred to in Article 392 (1), parts (d) and (e) and (3) , they are not made public.
8 The management report does not require attention to be paid to non-financial performance indicators as referred to in Article 3 (1) of the Treaty. Article 391 (1) .
1 Article 395a , Article 396 or Article 397 For the first and second financial year, it shall also apply to a legal person who has fulfilled the relevant requirements at the balance sheet date of the first financial year.
2 Article 395a (3) to (7) , Article 396 (3) to (8) and Article 397 (3) to (7) shall be applicable in so far as the general meeting has not decided otherwise not later than six months after the beginning of the accounting year.
3 The Articles 395a to 397 shall not apply to an investment company or a company for collective investment in securities for which: Article 401 (1) is valid.
4 In the case of a general measure of administration, the Article 396 (1) and Article 397 (1) reduced, where the law of the European Communities is bound to do so, and may be increased, where permitted.
For the purposes of the application of the Articles 396 (1) and 397 Member 1 to a foundation or to an association as intended in Article 360 (3) is based on the total assets of the foundation or association and, taking into account Article 396 (2) , from the net turnover and the average number of employees of the company or companies that maintain this foundation or association.
6 Article 395a does not apply to a participation undertaking as referred to in Article 2 (15) of Directive 2013 /34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements reports and related reports of certain types of works, amending Directive 2006 /43/EC of the European Parliament and of the Council and repealing Council Directives 78 /660/EEC and 83 /349/EEC (PbEU 2013, L 182).
7 The Articles 395a to 397 shall not apply to legal entities which are the organisation of public interest:
(a) have securities admitted to trading on a regulated market of a Member State within the meaning of point 14 of Article 4 (1) of Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments (PbEU 2004, L 145);
(b) credit institutions shall be credit institutions within the meaning of Article 3 (1) of Directive 2013 /36/EU of the European Parliament and of the Council of 26 June 2013 on access to the business of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006 /48/EC and 2006 /49/EC (PbEU 2013, L 176), which are not institutions referred to in Article 2 (5) of that Directive 2013 /36/EU;
(c) insurance undertakings within the meaning of Article 2 (1) of Council Directive 91 /674/EEC of 19 December 1991 on the annual accounts of insurance undertakings (PbEC 1991, L 374); or
d. should be designated by general management measure because of their size or function in social traffic.
Our Minister of Finance may provide financial institutions that do not include a bank as intended Article 415 may, on request or not, be permitted to be subject to conditions Section 14 , with the exception of Article 424 -To apply.
1 An administrator of an investment enterprise, an administrator of a UCITS, an investment company and a company for collective investment in transferable securities to which it Part Conduct Supervision Financial Undertakings of the Financial Supervision Act In addition to the provisions of this Title, it is also necessary to satisfy the requirements laid down for its annual accounts, set up by or pursuant to That Act . For this manager of an investment enterprise, a UCITS, an investment company and a company for collective investment in transferable securities may be added to or under That Act from the Articles 394 (2), 3 or 4 , and 403 shall be waived.
2 The investments of an investment company or a company for collective investment in transferable securities as referred to in Article 1: 1 of the Law on Financial Supervision may be valued at market value. Adverse exchange rate differences from the preceding balance sheet date need not be charged to the profit and loss account, provided they are charged on the reserves; interest rate differences may be made on the reserves to be credited. The amounts shall be shown in the balance sheet or in the notes on the accounts.
3 In an investment company with variable capital Article 378 (3), second sentence , not applicable.
1 The financial data of a legal person is processed in its consolidated financial statements, it is only necessary in its own profit and loss statement to be a separate item from holdings after deduction of taxes. shall be entered. In the notes to the consolidated financial statements, the application of the previous sentence shall be communicated.
2 This Article shall not apply to legal persons referred to in Article 398 (7) .
1 A group of legal persons belonging to a group does not need to set up the financial statements in accordance with the requirements of this Title, provided that:
a. The balance in each case indicates the sum of the fixed assets, the sum of the current assets, and the amount of equity, provisions and debts, and the profit and loss account in each case indicates the result from the ordinary assets. the business exercise and the balance of other income and expenses, after tax;
By way of derogation from the rules, the members or shareholders have in writing, after the beginning of the financial year and for the determination of the financial statements, to agree to the rules;
(c) the financial information provided by the legal person by another legal person or company is consolidated in a consolidated financial statement which, under the applicable law, is governed by the Regulation of the European Parliament and of the Council the application of international accounting standards, Directive 2013 /34/EU of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports of certain forms of business, amending Directive 2006 /43/EC of the European Parliament and of the Council and repealing Council Directives 78 /660/EEC and 83 /349/EEC (PbEU 2013, L 182) or one of the two Directives of the Council of the European Communities on the annual accounts and consolidated accounts the annual accounts of banks and other financial institutions or of insurance undertakings are applicable;
d. Consolidated financial statements, if not stated or translated into Dutch, have been stated or translated into French, German or English;
e. the audit opinion and the administrative report, have been made or translated into the same language as the consolidated financial statements;
f. the under C the legal person or company has in writing declared itself to be jointly and severally liable for the debts resulting from legal acts of the legal person; and
g. the statements referred to in parts b and f have been deposited with the commercial register and, within six months of the date of the balance sheet, or within one month of a lawful subsequent publication, the documents or translations mentioned in the register. parts d and e.
2 The data contained in the consolidated financial statements are in the group or group whose data are included in the consolidated accounts. f. provided that the other legal person or company has made a declaration of liability to that legal person or company and another subsidiary, then paragraph 1 shall apply only if it has also issued a declaration of liability; in that case, paragraph 1 shall apply. G and Article 404 applicable mutatis mutandis.
3 For a legal person to which paragraph 1 applies, the Articles 391 to 394 not.
This Article shall not apply to legal persons referred to in Article 398 (7) .
1 One in Article 403 such liability may be withdrawn by the deposit of an attestation to that effect from the commercial register.
2 Nevertheless, liability shall remain in respect of debts arising from legal acts which have been made before the creditor can be called upon to withdraw.
3 The remaining liability shall be terminated in relation to the creditor, if the following conditions are met:
a. the legal person shall no longer belong to the group;
(b) a notice of the intention to terminate has been kept for at least two months at the commercial register;
(c) at least two months have elapsed after the announcement in a national newspaper circulated that and where the communication is made available;
(d) against the intention, the creditor has not made a timely appeal, or has been withdrawn or rejected as unfounded by an irrevocable court ruling.
4 If the creditor so requires, it must be certain, under penalty of a resistance as referred to in paragraph 5, whether he is given another guarantee for the satisfaction of the claims for which he is still liability runs. This shall not apply if, after the liability has been terminated, in the light of the legal status of the legal person or by others, it has sufficient guarantees that these claims will be fulfilled.
5 To 2 months after the announcement, the creditor may, for whose claim still incur liability, oppose the intent to terminate by a petition to the court of residence of the legal person who is principal debtor. a.
6 The court shall declare the opposition only well-founded after a period of time specified by him to give him a security which he has defined has expired, without it being given.
1 A consolidated financial statement is the financial statements in which the assets, liabilities, income and expenses of the legal persons and companies forming a group or group and other legal persons and companies incorporated in the consolidation are Whole are included.
2 Consolidated annual accounts must be in accordance with Article 362 (1) give an insight into the whole of the legal persons and companies included in the consolidation.
1 The legal person who, alone or together with another group company, is at the head of his group shall draw up consolidated accounts, including its own financial data with that of its subsidiaries in the group, other group companies and other legal persons to which it is able to exercise control or over which he has the central charge.
2 A legal person to which paragraph 1 is not applicable, but which has one or more subsidiaries in its group or other legal persons to which he is able to exercise control or over which he has the central charge, shall establish a Consolidated financial statements. This includes the financial data of the group, consisting of the legal person, its subsidiaries in the group, other group companies which are the subject of the legal person and other legal entities to which it has a controlling effect can exercise or over which he has the central leadership.
3 The legal entity which does not provide a bank as referred to in Article 415 and the consolidated financial statements for an important part of the financial statements of one or more banks shall, in the notes on the accounts, give at least an understanding of the solvency of the banks as a whole.
4 Legal person who is not an insurance company Article 427 (1) and whose consolidated financial statements contain for a significant part the financial data of one or more insurance companies, giving at least insight into the solvency of insurance companies as one in the notes on the accounts. Whole.
5 In the consolidated financial statements of a legal person, which does not include a bank as referred to in Article 415 may, in relation to the undertakings to be included in the consolidation, be the bank, together with the Article 426 (1) , second sentence, companies referred to, Article 424 shall be applied.
1 The obligation of consolidation shall not apply to data:
a. entities to be included in the scope of consolidation whose common sense is negligible on the whole;
b. entities to be included in the consolidation of which the necessary information can be obtained only at a disproportionate cost or with a major delay,
c. entities to be included in the consolidation in which the interest is kept only in order to dispose of it.
2 Consolidation may be omitted if:
a. In the case of consolidation the boundaries of Article 396 would not be exceeded;
b. Companies not to be included in the consolidation is a legal entity as defined in Article 398 (7) ;
(c) a written objection to the legal person has not been made to the legal person within six months of the start of the accounting year by the general meeting.
3 If the legal person manages group companies under a system of cooperation with a legal person whose financial data is not included in its consolidated financial statements, it may not have its own financial information outside the group keep the consolidated accounts. This applies only if the legal person has no other activities than the management and financing of group companies and holdings, and if in its balance sheet Article 389 apply.
1 Consolidation of a group part may be omitted provided that:
(a) not, within six months of the beginning of the financial year, object to the legal person by at least one-tenth of its members or by holders of at least one-tenth of the subscribed capital;
b. the financial data that the legal person would have to consolidate are included in the consolidated financial statements of a larger whole;
Consolidated financial statements and management report drawn up in accordance with the rules laid down in Directive 2013 /34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated accounts and consolidated accounts, consolidated accounts and consolidated accounts. financial statements and related reports of certain types of works, amending Directive 2006 /43/EC of the European Parliament and of the Council and repealing Council Directives 78 /660/EEC and 83 /349/EEC (PbEU 2013, L 182), if those requirements are not required to be followed in an equivalent manner;
d. the consolidated financial statements with audit opinion and management report, if not stated or translated into English, have been stated or translated into French, German or English, and do so in the same language; and
e. Within six months from the date of the balance sheet, or within one month of a subsequent lawful publication at the commercial register, the documents or translations specified in subparagraph (d) have been deposited.
2 Our Minister of Justice may designate rules for the annual accounts which, supplemented where necessary by regulations issued by him, shall be equivalent to those laid down in Directive 2013 /34/EU of the European Parliament and of the European Parliament and of the Council the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of works, amending Directive 2006 /43/EC of the European Parliament and of the Council and amending Directive 2001 /43/EC of the European Parliament and of the Council Repeal of Council Directives 78 /660/EEC and 83 /349/EEC (PbEU 2013, L 182) . Revocation of a designation may cover only financial years which have not yet begun.
3 The legal person must mention the application of paragraph 1 in the notes on the accounts.
4 This Article shall not apply to a legal person whose securities are admitted to trading on a regulated market as specified in the Law on financial supervision or a system comparable to a regulated market from a State which is not a Member State.
The financial data of a legal person or company may be included in the consolidated accounts in proportion to the interest held therein, if:
a. In that legal person or company, a company or a company incorporated in a consolidation pursuant to a system of cooperation with other shareholders, members or members, may exercise together the rights or powers as referred to in Article 3 (1) of the Treaty; Article 24 A , paragraph 1 ; and
(b) comply with the statutory requirement.
1 The provisions of this Title on the annual accounts and parts thereof, excluding the Articles 365 (2) , 378 , 379 , 382a , 383 , 383b to 383e , 389 paragraphs 6 and 8 , and 390 , shall apply mutatis mutandis to consolidated accounts.
2 Stocks do not need to be broken down if, due to special circumstances, this would take disproportionate costs.
3 As a result of duly substantiated reasons, other valuation methods and accounting policies may be used for the calculation of the profit or loss on the basis of the own annual accounts of the legal person.
4 Is a foreign legal person co-head of the group, then the group of which he is headed may be included in the consolidation in accordance with its law, with a statement of its impact on the assets and assets. result.
5 The Article 382 The information referred to shall be given for the whole of the companies fully involved in the consolidation process; the information shall be given separately in the First sentence of Article 382 the data referred to for the whole of the companies concerned in proportion to the consolidation process.
1 In the consolidated accounts, the own funds need not be broken down.
2 The share in the group's capital and in the consolidated result not due to the legal person shall be indicated.
1 The balance sheet date for the consolidated financial statements is the same as for the annual accounts of the legal person itself.
2 In no event shall the consolidated financial statements be made out on the basis of information recorded more than three months before or after the balance sheet date.
If the data of a company are first included in the consolidation, thereby creating a difference in value compared with the prior appreciation of the importance therein, this difference and the calculation method must be used indicate. If the value is lower, then Article 389 (7) If the value is higher, the difference shall be included in the group's capital, in so far as it does not reflect the disadvantages associated with the investee.
1 The legal person shall distinguish between the following categories, the name and residence of legal persons and companies:
a. which he fully engats in its consolidated accounts;
b. the financial data of which are included in the consolidated financial statements for a part, proportionate to the importance thereof;
c. In which an investee is held in the consolidated financial statements in accordance with Article 389 be justified;
d. that subsidiary is without legal personality and is not mentioned under any of the components a, b or c;
(e) to which one or more companies or their subsidiaries fully engaged in the consolidation, acting alone or on their own account, provide or provide for their own account at least one fifth of the subscribed capital, and which are not required by the components a, b or c are stated.
2 The following shall also be indicated:
(a) the fact that each of the companies is fully engaged in consolidation, unless it exists in the exercise of the majority of the voting rights and the provision of a corresponding share of the capital;
b. indicates that a legal person or company of which financial data is in accordance with Article 409 they are included in consolidated accounts;
(c) where applicable, the reason for non-consolidation of a subsidiary listed in paragraph 1 (c), (d) or (e);
d. the share of the subscribed capital that is provided;
(e) the amount of own funds and the income from each of the companies mentioned under subparagraph (e) of paragraph 1, according to the latest annual financial statements.
3 Where the name, domicile and held part of the subscribed capital of a subsidiary subject to subparagraph (c) of paragraph 1 applies to the legally required insight, it may not be omitted, although the participation of negligible significance. Part e of paragraph 2 shall not apply to companies in which a stake of less than half is held and which does not lawfully make the balance publicly available.
4 Article 379 (4) shall apply mutatis mutandis to the entries made pursuant to paragraphs 1 and 2.
5 Where the legal person is responsible for a liability in accordance with the provisions of this Article 5, the Article 403 issued.
For the purposes of this section, 'bank' means a financial undertaking with a seat in the Netherlands which is authorised to carry out the holding of a bank as referred to in Article 3 (1) of the EC Treaty. Article 1: 1 of the Law on Financial Supervision .
1 Where otherwise provided in this Section, the following shall apply: Divisions 1 , 2 , 5 to 10 and 13 of this title for banks, as well as the Articles 365 (2) , 366 (2) , 368 , 373 members 2 to 5 , 374, paragraphs 1, 2, and 4 , 375 paragraphs 5 and 7 , 376, second sentence , 377 paragraph 7 , and the Articles 402 , 403 and 404 .
2 For banks, equity, intangible and tangible assets are held as fixed assets. Other securities and further assets are defined as fixed assets, in so far as they are intended to be used sustainably for the purposes of the business exercise.
3 About a draft general measure of governance as intended in Article 363, sixth paragraph , in so far as it is intended to implement the provisions of this Section, and to draft a general measure of management as referred to in Article 2 (2), Article 417 the European Central Bank or De Nederlandsche Bank N.V. shall, depending on the division of competence under Articles 4 and 6 of the Banking Supervision Regulation, be referred to in Article 1: 1 of the Law on Financial Supervision -I've heard.
4 With regard to a bank, Our Minister for Economic Affairs does not give a decision on a request for waiver as intended Articles 58 (5) , 101 (4) , 210 (4) , 379 (4) or 392 (4) after that, on the basis of the allocation of powers under Articles 4 and 6 of the Banking Supervision Regulation, the European Central Bank of De Nederlandsche Bank S.A. Article 1: 1 of the Law on Financial Supervision -He's heard.
In the case of general management measures, rules for the implementation of the Council of the European Communities ' Guidelines on the annual accounts and consolidated accounts of banks shall be governed by the rules relating to the balance sheet and the profit and loss account and to the financial statements of the financial statements of Notes thereon.
The classification, title and description of the items in the balance sheet and the profit and loss account may be for banks which are not one of the items in the Article 360, first sentence These types of legal forms or specialised banks shall, in so far as they are necessary because of their legal status or the special nature of their business, have the necessary derogations.
1 Impairment of the securities and participating interests of fixed assets may be netted in profit or loss with the unshake-up of the deposits, in so far as the value reductions do not meet the revaluation reserve. shall be removed.
2 The first paragraph shall also apply to the depreciation and unremittances of the claims on bankers, customers and provisions for contingent liabilities and irrevocable obligations. which may lead to credit risk.
The profit and loss account shall be taken into account in the profit and loss account. 3 Value increases of securities not included in the fixed assets but on trading book securities which are valued at current value shall be taken into account in profit and loss account. Depreciation of these securities shall be determined in accordance with Article 387 (1) to (3) Taken into account.
1 Article 368 applies to the items, belonging to the fixed assets; netted amounts as referred to in Article 420 (1) may be merged with other items in the report.
2 Article 376 second sentence shall apply only to off-balance sheet items.
3 Similar operations as referred to in Article 378 (3), second sentence , may be jointly justified. Article 378 (4) (a) does not apply to the shares or certificates thereof that the bank has pledged in the ordinary business exercise.
4 Article 381 (1), first sentence , shall be applicable only to the extent that the relevant data are not included in off-balance sheet items. Article 381 (2) and (3) does not apply.
5 With the exception of the outstanding amounts the second sentence of Article 383 (2) Not applicable.
1 Securities with fixed or interest-rate dependent interest items belonging to fixed assets shall be valued on the basis of the purchase price or against redemption value, without prejudice to the application of the Article 387 (4) .
2 Where these securities are entered in the balance sheet at a redemption value, the difference between the acquisition price and the redemption value shall be recorded and accounted for as a result in the years since acquisition. The difference may also be justified in one time, if the acquisition price was higher than the redemption value.
3 The securities other than fixed assets are valued on the basis of the purchase price, either at redemption value or at present value. In the case of valuation against redemption value, the first sentence of paragraph 2 shall be applied mutatis mutandis.
1 Fixed assets in foreign currency which are not covered by cash or forward transactions shall be recorded at the daily rate at the balance sheet date or on the date of acquisition of those assets.
2 Not settled forward transactions in foreign currency shall be recorded as against the day or forward exchange rate on the balance sheet date.
3 The remaining assets and liabilities in foreign currency shall be recorded at the daily rate at the balance sheet date.
4 Differences, arising in the event of the conversion of assets and liabilities shall be recognised in profit and loss account. However, they may be placed in favour or charge of a non-returnable reserve, in so far as they relate to fixed assets or forward transactions covering them; the total of the positive differences and that of the negative Differences shall be recorded as compared.
A bank may, on the balance sheet below the liabilities, include a post covering general bank risk coverage immediately after provision is made for reasons of prudence due to the general risk of its banking business. The balance of the amounts added and excluded shall be entered in the profit and loss account as a separate item.
A bank subject to an exemption as referred to in Article 3:111, 1st paragraph, of the Financial Supervision Act , it is not necessary to set the annual accounts and the administrative report in accordance with the rules of this Title, provided that the financial data are included in the consolidated financial statements, the administrative report and the other records of the bank on whose account the financial statements and administrative reports have not been published. liability to the exemption is warranted; Articles 393 and 394 shall not apply to the bank to which the exemption applies. An administrative report and other information relating to the legal persons and institutions included in the consolidated accounts shall be added to the consolidated accounts and to the joint accounts.
1 Companies that are not a bank and which are entered in the consolidated financial statements of a bank shall be accounted for in accordance with the rules applicable to banks. Article 424 However, only companies referred to in the previous sentence whose activities lie directly in the extension of the banking business or that consist of the provision of ancillary banking services may be granted only in respect of companies which are not engaged in the activities of the banking company. Applied.
2 The group society at the head of the group which consolidates the data of a group or group, which has no or almost no activity other than the performance of the banking business, is included in the consolidated accounts Included in accordance with the rules governing banks. This applies only if this group company does not have any other activity than the management and financing of group companies and participating interests.
3 The paragraphs 2 and 3 of Article 407 are not applicable. If a bank Article 407 (1) (c) apply to a subsidiary which is also a bank, and in which the interest is maintained because of a financial assistance, the financial statements of the latter bank shall be attached to the consolidated accounts of the former bank. The important terms and conditions, including financial assistance, shall be given.
1 In this section, 'insurance company' means a financial undertaking having its registered office in the Netherlands, which is responsible for the Law on financial supervision exercise of the insurer's business, and on which Article 3:72 of that Act is applicable.
2 A legal person exercising the business of the business but which is not an insurance company may apply the rules applicable to insurance companies if it is in Article 362 (1) This insight will be served by this.
3 The exercise of the kind of non-life insurance business shall be regarded as the pursuit of the life insurance business of the life business. A kind of cash-out insurance scheme shall be considered as life insurance for the purposes of this Section.
1 Where otherwise provided in this Section, the following shall apply: Divisions 1 , 2 , 5 to 10 and 13 of this Title for insurance companies, as well as the Articles 365 , 366 (2) , 368 (1) , 373 , 374 , 375 (2), (3) and (5) to (7) , 376 , 377 paragraph 7 , 402 , 403 and 404 .
2 For insurance companies, equity and intangible assets are held as fixed assets. Other investments and further assets shall be as fixed assets, in so far as they are intended to be used on a sustainable basis for the business exercise.
3 On drafts of a general measure of governance as referred to in the Articles 363 (6) or 442 paragraph 1 In so far as these are intended to implement the provisions of this section, De Nederlandsche Bank N.V. shall be heard.
4 With respect to an insurance company, Our Minister for Economic Affairs does not give a decision on a request for waiver as intended Articles 58 (5) , 101 (4) , 210 (4) or 392 (4) Then after hearing the Dutch Bank N.V.
1 Under the assets are included separately:
a. The intangible assets are determined in accordance with Article 365 ;
b. investments;
c. the investments in which the investment bank carries the investment risk, as well as the savings portfolio;
d. claims;
e. the remaining assets;
f. the accrual assets; and
g. derivative financial instruments.
2 Under the liabilities are included separately:
a. Own funds, in the manner determined by Article 373 ;
b. subordinated debt;
c. the technical provisions of the business own business;
d. technical provisions for insurance involving the investment risk to the benefit of the benefit and those for savings banks;
e. the devices, determined in the manner Article 374 ;
f. the non-repayable debts in the context of a reinsurance contract of a company that resecures its obligations;
g. the debts;
h. the accrual-related liabilities; and
d. Financial derivative instruments.
3 If application is given to Article 430 (6) The investments referred to in paragraph 1 (b) shall be distinguished in:
a. Investments that apply as fixed assets;
(b) investments that apply to current assets belonging to the trading book; and
c. Investments that are valid as current assets, other than those belonging to the trading book.
1 The investments shall be included separately:
a. Areas and buildings, whether or not under construction, and prepayments thereon, with separate entry of land and buildings for their own use;
(b) investments in group companies and participating interests;
c. other financial investments.
2 In the balance sheet of a reinsurance company, the investments shall also be separately included in the non-free disposal claims as part of a reinsurance contract.
3 In the case of investments in group companies and participating interests, the following shall be stated separately:
a. shares, certificates of shares and other forms of participation in group companies;
b. other equity;
(c) securities with fixed or interest-dependent interest issued by and claims on group companies; and
d. Fixed or interest-related interest securities issued by and claims on other legal persons and companies having a holding in the insurance company or in which the insurance company is a member of the insurance company participation.
4 Of the other financial investments are listed separately:
a. Shares, certificates of shares, participation certificates and other securities other than fixed-income securities;
b. Securities with a fixed interest rate or interest rate dependent on interest;
c. Interests in investing tools;
d. claims arising out of loans for which collateral has been secured;
(e) other loans receivable;
f. deposits with banks;
g. other financial investments.
5 Unless the item is of subordinate significance to other financial investments, the item shall be explained by nature and size.
6 Where investments that apply as fixed assets are valued on other bases than investments that apply to current assets and which belong to the trading book or are not included in the trading book, the investments referred to in paragraph 1 (1) shall be considered as components (c), and paragraph 4, points (a) to (g), as distinct from:
a. Investments that apply as fixed assets;
(b) investments that apply to current assets belonging to the trading book; and
c. Investments that are valid as current assets, other than those belonging to the trading book.
Article 368 (1) shall not apply to the other financial investments referred to in Article 430 (1) (c) .
1 Under the claims shall be included separately:
a. Claims arising from insurance contracts, other than reinsurance, together with a separate statement of claims on policyholders and intermediaries;
b. Claims arising from reinsurance contracts;
c. other claims.
2 Distinguish to the groups referred to in paragraph 1, the claims on group companies and the claims on other legal persons and companies having a holding in the insurance company or in which the insurance company has an investee.
1 Under the other assets are included separately:
a. Material assets as referred to in Article 366 (1) which are not to be included under the heading of land and buildings, as well as stocks as intended Article 369 ;
b. liquid assets, as referred to in Article 372 (1) ;
c. Other assets.
2 Unless the item is otherwise of subordinate importance to the whole of the remaining assets, it shall be explained by nature and extent.
1 Under the overrun assets are included separately:
a. Expandable, but not due, interest and rent;
b. accrual acquisition costs, to the extent not already deducted from technical provision non-earned premiums or to the life insurance technical provision;
c. Other overrun assets.
2 The accrued acquisition costs for non-life insurance and non-life insurance are mentioned.
1 Under the technical provisions, the following shall be included separately:
a. The provision for unearned premiums and the provision for current risks, including the catastrophe feature if it has been affected;
b. Provision for life assurance;
c. The provision for claims to be paid or to be paid for payments;
d. The provision for profit sharing and discounts;
e. the provision for latent profit-sharing obligations;
f. the other technical provisions.
2 Article 374 shall apply to the insurance technical provisions, in so far as the nature of the technical provisions does not preclude such provision.
3 On technical provisions, including technical provisions, as referred to in Article 2 (2). Article 429 (2) (d) , the part which is covered by reinsurance contracts shall be deducted from the balance sheet. Likewise, interest rate reductions shall be deducted from these provisions.
4 If the technical provisions have deducted acquisition costs, these shall be reported separately.
5 Unless the provision for current risks is of subordinate importance to the whole of the provision of unearned premiums, the amount shall be explained.
6 No technical provision for non-earned premiums is required to be provided for cash benefits to be paid.
7 Under the technical provision life assurance the provision of the provision of the provision of Article 374 (4) (b) , be recorded. In that case, the notes shall indicate the amount of the provision.
1 Under the debts are included separately:
(a) debts arising from insurance contracts other than reinsurance;
b. Debt out of reinsurance contracts;
c. Bond loans, pledge letters and other loans with separate entries of convertible loans;
d. Debt to banks;
e. other debts, with separate mention of debt in respect of taxes and premiums and social security contributions.
2 Distinguish from the groups referred to in paragraph 1, shall indicate the debts to group companies and the debts to other legal persons and companies which have a holding in the insurance company or in which the insurance company has an investee.
3 Article 375 (2) shall apply to any category of debt set out in paragraph 1.
4 Article 376 does not apply to obligations arising from insurance contracts.
1 In this section, the profit and loss account shall mean the non-life insurance technical account, life assurance technical account and non-technical account. The technical accounts shall be applied according to the nature of the company of the insurance company.
2 An insurance company which resecures exclusively or carries out non-life insurance other than non-life, may apply the technical accounts according to the nature of the contracts being reinsured, or the non-life insurance technical account. If non-life insurance technical account is applied only, separately the gross premiums shall be given, as distinct from life insurance and non-life insurance.
3 Claims on the technical account of non-life insurance are the benefits and expenses arising from the ordinary exercise of non-life insurance business and the resulting income for taxes.
4 The life insurance technical account shall include separately the benefits and expenses arising from the ordinary exercise of life assurance business and its result in respect of taxes.
5 In the non-technical account, the following shall be separately recorded:
a. Results for taxes on the ordinary exercise of non-life and life insurance, investment income and expenses, as well as unrealised income and losses of investments not exceeding the they are allocated to, or accreated to, the life of life and life, and the imputed income from investments transferred from or to the technical accounts, the other income and expenses, the taxes on the profit or loss of the ordinary person, business exercise, and post-tax returns;
b. the extraordinary benefits and charges, the taxes thereon, and the extraordinary post-tax result;
c. the other taxes;
d. post-tax returns.
6 To the unrealised income and losses of investments is Article 438 (4) applicable.
1 Individual items shall be included in the technical accounts, net of reinsurance income and expenses:
a. Earned premiums;
b. revenue from investments;
c. the unrealised income from investments;
d. the other benefits;
e. the claims or benefits;
f. the use or withdrawal of the technical provisions which do not have to be indicated among other items;
g. the allocation or withdrawal of the technical provision for profit sharing and discounts;
h. the operating costs;
i. investments related to investments;
(j) the unrealised loss of investments, in the manner referred to in paragraph 4;
k. the other charges;
(l) the investment income to be charged to the non-technical account.
2 Unless investments can be made directly to non-life business, non-life insurance shall be provided in the technical account B and C of paragraph 1, replaced by a post covering the investment income imputed to non-life business, and shall lapse i, j and L of paragraph 1. Item m shall be entered only in the technical account for non-life insurance.
3 The reason and basis of the allocation of investment income from one part of the profit and loss account to the other shall be the reason.
4 Value increases in respect of investments valued on the basis of current value may be taken into account in profit and loss account under the heading C of paragraph 1 or, where the exception of the second paragraph does not arise, or Article 445 (3) shall be applied in the non-technical account. Where the first sentence is applied, the value reductions of these investments shall not be regarded as a burden on investments in accordance with Article 440 (5) (b) accounted for, but recorded under mail J of paragraph 1. Value increases and value reductions of the investments specified in Article 429 (1) (c) , the profit and loss account must be taken into account in the manner laid down in the first two sentences.
5 Unless application of the first sentence of paragraph 4 applies in the financial year, realised value increases of investments valued in profit and loss on the basis of the current value shall be taken into account in the accounts (b) paragraph 1.
1 In the case of technical and non-technical accounts, the following items shall be broken down according to the following paragraphs as appropriate.
2 The premiums earned shall be broken down into:
a. Gross premiums due during the accounting year, except for taxes collected together with premiums or other contributions required by or under the law;
(b) the reinsurance premiums paid and payable by the insurance company, less the reinsurance premiums due at the beginning of the financial year;
(c) the use of the technical provision for unearned premiums and, where appropriate, the technical provision for current risks;
d. the reinsurance part of the award or withdrawal of the C .
3 The technical provision of life assurance may include the grant or resignation of the technical provision of unearned premiums as part of the provision of the life assurance technical provision and need to be broken down by reference to the breakdown by paragraph 2, under Ed , not to be made.
4 The claims or benefits shall be divided into:
a. Claims incurred on its own account, or benefits, with the separate inclusion of the total claims or benefits paid and the reinsurance part included therein;
(b) the granting or withdrawal of the provision for claims for claims or benefits payable on own account, with the separate inclusion of the reinsurance part and the sum of those two amounts.
5 If the item is to be added or taken off from the technical provisions which are not to be entered in other headings, it shall be separately recorded:
(a) the appropriation or withdrawal of the technical provision for life assurance on its own account with the separate inclusion of the reinsurance part and the sum of the two amounts;
(b) the use of other technical provisions.
6 Unless the cumulative effect of the preceding three financial years and the period during the accounting year is less than 10% of the result of the technical account of the financial year in question, the explanatory statement shall be made in the explanatory notes to the a summary of the nature and extent of the payment in the financial year of the allowances or benefits provided for under the three preceding financial years. The list shall also specify, for each branch group, the nature and extent of the total disburation during the accounting year of the claims or benefits provided for in the fourth preceding accounting year and the financial years for that purpose. This summary shall indicate the effect of discounting applied.
1 In the case of operating costs, the following shall be mentioned separately
a. Acquisition costs;
(b) the acquisition or withdrawal of the accrual acquisition costs;
(c) management costs, personnel costs and depreciation of assets, in so far as they are not included in the acquisition costs, claims or charges relating to investments;
d. the deduction of the commissions and profit-sharing fees received in respect of reinsurance contracts in respect of the operating costs.
2 As acquisition costs are considered to be the middle or immediate costs associated with the conclusion of insurance contracts.
3 In the case of investment income, the following shall be reported separately:
a. The proceeds from participating interests;
b. the proceeds from other investments, broken down by revenue from land and buildings, and from other investments;
(c) return on investment value reductions, to the extent not included in the revaluation reserve;
d. The proceeds of the sale of investments.
4 Distinct to the requirements of paragraph 3 A and B The groups mentioned are the revenues from the ratio of the group companies.
5 In the case of charges relating to investments, the following shall be reported separately:
a. The costs related to the management of investments, including interest costs;
b. The value reductions of investments, if not taken from the revaluation reserve, as well as the depreciation on investments;
c. the loss in the sale of investments.
6 The amount of the profit sharing and the amount of the rebates shall be included in the notes on the accounts.
In addition to the profit and loss account, an overview of the composition of the overall result shall be recorded. The overall result shall be equal to the difference in own funds between the balance sheet at the beginning of the financial year and the balance sheet at the end of the financial year, adjusted for capital deposits and capital-related withdrawal.
1 Article 380 does not apply.
2 An insurance company carrying out the non-life insurance or non-life reinsurance undertaking shall indicate in an overview the following information in which the reinsurance part is understood:
a. premiums written;
b. earned premiums;
c. the claims incurred;
d. operating costs; and
e. the sum of reinsurance income and expenses.
3 This information shall be broken down according to non-life and reinsurance, where at least one tenth of the premiums written are derived from reinsurance contracts.
4 The data relating to non-life insurance shall be distinguished according to the following groups:
a. Accidents and disease;
b. Motor vehicle liability;
Motor vehicles other than motor vehicles;
d. Marine, transport and aviation insurance;
e. fire and other damage to cases;
f. general liability, with the exception of motor vehicle liability and the liability for sea, transport and air transport;
g. credit and bail;
h. Legal aid;
the provision of assistance; and
j. miscellaneous pecunious losses;
if the premiums written for a group of more than € 10 000 000. The insurance company shall indicate at least the data of its three main groups.
5 An insurance company performing the life insurance or life reinsurance business shall include in a statement the premiums written, including the reinsurance part, and the balance of reinsurance income and expenses. Premiums written shall be broken down by life insurance and reinsurance, where at least one-tenth of the premiums written are derived from reinsurance contracts.
6 The premiums written shall be distinguished according to:
a. collective insurance contract premiums and individual contracts;
b. Purchase sums and weather payments; and
(c) premiums in respect of contracts where the investment risk is the investment risk of contracts with and without profit-sharing contracts;
One of A , b or C The category referred to above that is a tenth part or less of the total of the premiums written does not need to be indicated.
7 The amount of the premiums, including the reinsurance part, which are entered in the insurance contracts shall be entered from:
a. The Netherlands;
(b) the other territory of the European Communities; and
c. the countries outside,
each time that amount is greater than the 20th of the total of the premiums written.
8 The amount of commissions paid and payable shall be declared, irrespective of the nature of the fee.
9 In the notes on the accounts:
a. The amount of the solvency at least for the insurance company to have;
b. the amount of the solvency required by the board of the insurance company;
c. the amount of the solvency present.
10 Insurers with limited risk size as referred to in Article 1: 1 of the Law on Financial Supervision , indicate in the explanatory notes the Article 3:73c of that Act Regulatory notes on solvency and financial position.
1 As the current value of the investments, only the market value shall be taken into account in accordance with the rules laid down by a general measure of management, without prejudice to the provisions of the Article 389 .
2 The investments in which the investment bank carries the investment risk, and savings on savings are valued on the basis of the current value.
3 For each of the items in respect of investments present at the balance sheet date, the award or production price shall be declared, if the valuation is based on the current value.
4 Where investments in land and buildings are valued on the basis of the current value, need Article 386 (4) not to be applied. In the case of investments in land and buildings in their own use, the statement on the profit and loss account shall indicate the amount of the proceeds allocated to such investments and the imputed amount of the revenue allocated to these investments. housing costs.
5 Investments referred to in: Article 430 (4) (a) , including investments in convertible bonds and derivative financial instruments, in so far as they are not intended to be Article 384 (8) , are valued on the basis of the current value.
1 Securities with fixed interest rate or interest-rate dependent interest on investments shall be valued on the basis of the current value or at the redemption value, without prejudice to the application of Article 387 (4) . If these securities do not have a repayment value, they shall be valued on the basis of the present value or at the purchaser price, without prejudice to the application of Article 387 (4) .
2 Where these securities are recognised in the balance sheet at redemption value, the difference between the purchase price and the redemption value shall be reported and recorded as a result over the years since acquisition. The difference may also be justified in one return, if the acquisition price was higher than the redemption value.
3 [ Red: Expated.]
4 The claims resulting from loans secured by collateral and other loans receivable from loans Article 430 (4) (d) and (e) , may also be valued at redemption value.
The technical provisions shall be valued on the basis of criteria acceptable to the industry. The valuation of technical provisions shall be based on the assumption that the insurance company must be in a position to comply with its obligations under insurance contracts by standards of reasonableness and equity. The provision of the technical provision for life assurance and of claims for periodic claims or benefits shall be made by experts in the field.
1 The provision to be made by an insurance company for unearned premiums and current risks, including the catastrophe feature if it has been affected, includes, inter alia:
(a) The premiums received during the year in respect of risks relating to the following accounting year or financial year; and
(b) Claims and expenses arising from insurance which may arise after the end of the accounting year and which cannot be covered by the provision relating to unearned premiums together with the following accounting year, or financial years of premiums to be received.
2 The provision for unearned premiums shall be determined separately and in a cautious manner for each non-life insurance claim. The use of statistical or mathematical methods shall be permitted if the nature of the insurance so permits and if these methods are expected to produce the same results as the individual calculations.
1 The life insurance provision to be held by an insurance company shall be calculated on the basis of a sufficiently prudent prospective actuarial method, taking into account the premiums to be received in the future and with all any future obligations under the conditions laid down for each current life insurance policy.
2 By way of derogation from the first paragraph, a retrospective method may be applied if the technical provisions calculated pursuant to that method are not lower than the provisions applying a prospective method or if the use of the method is of a prospective method due to the nature of the life insurance type concerned not possible.
1 The claims to be made by an insurance company for claims to be paid or for benefits payable shall include the amount of the claims to be expected, taking into account:
a. Claims incurred for the balance sheet date, or liabilities to benefit which have been reported and have not yet been settled and claims incurred for the balance sheet date or liabilities to benefit which have not yet been reported;
b. the costs associated with the settlement of claims or benefits; and
(c) income arising from subrogation and the acquisition of the property of insured persons, to be expected in connection with claims or benefits.
2 Article 435a (2) , shall apply mutatis mutandis. In the case of periodic payments to be paid on a regular basis, the provision shall be made according to recognised actuarial methods.
3 A discount to the provision of claims for claims or benefits payable, other than periodical benefits, shall be permitted only if the damage settlement is effected for at least four years after the date of completion of the provision of the provision of benefits. annual accounts shall be carried out in accordance with a reliable settlement schedule, taking into account all factors that increase the cost of settlement of the injury. If the provision for claims for outstanding claims or to pay benefits is reduced as a result of the discounting of claims, the amount of the provision for discounting and the method used for the provision of benefits shall be deducted from the statement on the balance sheet. discount.
4 In the case of a Community co-insurance, the provisions for claims to be paid or benefits payable shall be proportionally at least equal to that which the co-insurance institution acting as the first insurer maintains according to the rules or practices in force in the Member State from which the first insurance company has entered into its obligations under the Community co-insurance.
The provision for profit sharing and discounts of an insurance company shall include amounts intended for profit-sharing to policyholders, insured persons or beneficiaries in respect of cash benefits, in so far as they have not led to the payment of profits and profits. an increase in the life insurance provision, as well as the amounts constituting a partial reimbursement of premiums on the basis of the result of the insurance, to the extent that they do not increase the members ' account led.
1 Companies which are not an insurance company and which are entered in the consolidated financial statements of an insurance company shall be accounted for in accordance with the rules applicable to insurance companies.
2 The group society at the head of the group which consolidates the data of a group or group, which has no or almost no activity other than the exercise of the business, shall be included in the consolidated accounts included in accordance with the rules governing insurance companies. This applies only if this group company does not have any or virtually no activity other than the management and financing of group companies and participating interests.
3 In a consolidated profit and loss account which concerns both damage and life insurance companies, all proceeds of investment may be included in the non-technical account. Non-life insurance and technical account life insurance coverage of both non-life and non-post-income technical account I , J and L Of Article 438 (1) and become the items B and C then Article 438 (1) shall be replaced by a post which shall comprise the investment income from the technical account for non-life insurance and life insurance.
4 Article 407 (2) does not apply.
1 Profit and losses resulting from agreements between companies included in the consolidation need not be eliminated if the agreements were entered into on the basis of market conditions and in favour of them Entitlement to benefit benefits. The application of this exception is mentioned, and the impact thereof on the ability and outcome, unless this influence is of subordinate significance.
2 The period of three months referred to in Article 412 (2) , shall be extended to six months for the reinsurance data to be included in the consolidated accounts.
3 If a foreign insurance company is part of the group, the technical provisions of this society may be included in the consolidation in accordance with the valuation rules of its law, in so far as that right is derogation from those requirements. The use of the exception shall be indicated in the notes on the accounts.
4 The third paragraph shall apply mutatis mutandis to investments in which the benefit is the investment risk and in respect of savings assets.
1 At the request of those who Article 448 competent to do so, the business office of the Court of Justice of Amsterdam may be made up of a legal person or company as referred to in the Article 360 of which this Title applies, a statutory issuer of securities in the Netherlands, as referred to in Article 1 (b) of the Financial Reporting Act or an investment entity as referred to in Article 1: 1 of the Law on Financial Supervision order the financial statements, the administrative report, the other data to be added or the report referred to in the report, Article 392a , to be directed according to instructions to give her.
2 The application may be submitted only on the ground that the applicant considers that the documents referred to in paragraph 1 do not comply with the documents referred to in Article 3 of that Article. Regulation (EC) No 1606/2002 of the European Parliament and the Council of the European Union of 19 July 2002 on the application of international accounting standards (PbEG L 243), this title, respectively Law on financial supervision rules. The application shall state in what respect the documents need to be revised.
3 The request does not refer to an auditor's statement as referred to in Article 3 (2). Article 393 (5) .
1 To submit the Article 447 The request shall be authorised:
a. any interested party;
b. The Advocate General at the ressortsparket in the public interest.
2 To submit the request, the Foundation shall also be empowered to provide the Foundation for Financial Markets, in so far as it relates to documents relating to an issuer of securities as referred to in Article 2 (1) of the EC Treaty. Article 1 (b) of the Financial Reporting Act and with due regard to the Article 4 of that Act Some.
1 The in Article 447 shall be lodged within two months of the date on which the annual accounts have been fixed or the report referred to in the report, Article 392a , shall be lodged at the margins of the commercial register. If: Article 447 The request shall be made in respect of a securities issuer as referred to in Article 1 (b) of the Financial Reporting Act the period referred to in the first sentence shall be nine months.
2 The annual account request that has not been determined may be made up to two months or, in so far as it concerns a securities issuer as referred to in Article 1 (b) of the Financial Reporting Act , nine months after the date of the deposit of the annual accounts with the commercial register. If, after the date of filing, the financial statements are adopted, the time limit shall end two months or, in so far as it concerns a security issuer as referred to in Article 1 (2), Article 1 (b) of the Financial Reporting Act , nine months after the date on which a statement of statement or annual accounts of that finding is made clear.
3 If a message is referred to in Article 3, second paragraph, of the Accounting Supervision Act has been made available in general, the period shall end two months after the day on which this notice is made available in general in the manner prescribed by or in accordance with that Article, but not earlier than the deadlines referred to in paragraph 1 and paragraph 2.
4 In respect of deficiencies not found out of the documents, the term ends two months or, in so far as it concerns a securities issuer, as intended Article 1 (b) of the Financial Reporting Act , nine months after the date on which the applicant was unable to be reasonably unaware, but no later than two years after the expiry of the period provided for in the preceding paragraphs.
1 The company's office is handling it in Article 447 This request is the most urgent one. The case will be handled with closed doors; the ruling shall be in public.
2 In determining the day on which the treatment begins, the business office shall also specify a period within which the legal person, company, securities issuer or investment body referred to in Article 447 (1) , to which the request relates may be submitted by a defence.
3 Without prejudice to paragraphs 4 to 8, any third party other than the legal, company, securities issuer or investment body referred to in paragraph 3 shall be Article 447 (1) On which the request relates not called and may not lodge the defence.
4 If the request is made with respect to a securities issuer as intended Article 1 (b) of the Financial Reporting Act and the request has not been made by the Foundation Financial Markets Authority, it shall be given the opportunity to be heard on the matters referred to in the request and, if Article 194 of the Code of Civil Procedure The Commission has been given the opportunity to make known its views on the expert's report to the company's office.
5 The company's office shall decide not to be heard after it has given the auditor responsible for the examination of the financial statements on the matters referred to in the request. This does not apply where the request relates to a report as referred to in Article 4 (2). Article 392a .
6 If the request is made in respect of an insurer or bank as referred to in Article 6 (2), Article 1: 1 of the Law on Financial Supervision , no decision without which De Nederlandsche Bank N.V. or the European Central Bank, if it is competent to supervise pursuant to Articles 4 and 6 of the Banking Supervision Regulation, referred to in Article 1: 1 of the Law on Financial Regulation monitoring, has the opportunity to be heard on the issues mentioned in the request.
7 The business office shall, if the request is made in respect of an investment firm as referred to in Article 2 (2) of the Article 1: 1 of the Law on Financial Supervision , no decision without the Nederlandsche Bank N.V. and the Stichting Authority Financial Markets to be given the opportunity to be heard on the issues mentioned in the request.
8 The business office shall, if the request is made in respect of an investment firm as referred to in Article 4 (2) of the Article 1: 1 of the Law on Financial Supervision , no decision without the Nederlandsche Bank N.V. and the Stichting Authority Financial Markets to be given the opportunity to be heard on the issues mentioned in the request.
1 If the company's office is in Article 447 It shall issue a request to the legal person, company, or institution, on the manner in which the accounts, the administrative report, the other information to be added or the report, as set out in this Article, are to be added to the report. Article 392a -I need to set it up. The order contains precise instructions.
2 The legal person, company or institution is required to make the documents subject to the order and, in so far as it concerns the annual accounts, to decide on the adoption of the documents.
3 The office of office may decide, of its own motion, that the order is either part or one or only one or more of the future documents.
4 If the order relates to the financial statements to which the request relates, the business office may destroy the decision to determine those financial statements. The Enterprise Chamber may limit the consequences of destruction.
5 At the request of the legal person, company or institution, the office of office may withdraw its order, in so far as it relates to future documents, by reason of a change in circumstances. It shall decide not to have been heard after the person on whose request the order was given.
1 At the request of the Foundation Financial Markets Authority, the business office of the legal entity in Amsterdam may be an issuer of securities referred to in Article 3 (1) of the Treaty. Article 1 (b) of the Financial Reporting Act recommend to the applicant a detailed explanation of the application of the case of, or pursuant to Article 3 of Regulation (EC) No 1606/2002 of the European Parliament and Council of the European Union of 19 July 2002 on the application of international law accounting standards (PbEG L 243), this title, or articles 5:25c, second, fourth or fifth member , 5:25d, second or fourth to tenth member , or Article 5:25v, 1st member, of the Financial Supervision Act provide financial reporting in applicable rules as referred to in Article 1 (d) of the Supervision of Financial Reporting.
2 The request shall state the reasons on which it is based and may, subject to the conditions laid down in the Articles 2 to 4 of the Financial Reporting Supervision Act certain, are to be done up to nine months after:
a. the day of transmission to the Foundation Financial Markets Authority of the Article 1, part d, below 1 °, 2 ° and 3 °, of the Accounting Supervision Act Documents referred to under Article 5:25o, 1st and 4th member, of the Financial Supervision Act ;
b. the day of transmission to the Foundation for Financial Markets of the Article 1, part d, below 4 ° to 7 °, of the Accounting Supervision Act Documents referred to under Article 5:25m, 6th paragraph, of the Financial Supervision Act ;
c. the day on which the financial statements were made public, intended Article 394 (1) If it is a securities issuer with registered office in the Netherlands, securities of which are admitted only to trading on a system comparable to a regulated market in a non-Member State.
3 The paragraphs 1 and 2 of Article 450 shall be applicable mutatis mutandis. Stakeholders other than the legal person, company, securities issuer or investment body of interest Article 447 (1) , to which the request relates are not called and shall not be able to lodge the defence.
4 If the business office assigns the request, it may give the securities issuer an order as to how it provides details of the application of the rules referred to in the first paragraph. The securities issuer shall be obliged to provide the details in order to comply with the instructions.
5 The business office may provide that, if or as long as the security issuer does not comply with the order, the securities issuer shall provide the Stichting Financial Markets with a periodic penalty payment to be established by the business office. Correct. The Articles 611a to 611i of the Code of Civil Procedure shall be applicable mutatis mutandis.
1 The Registrar of the Works Office shall deposit a copy of the business office at the premises of the Commercial Register. If the decision relates to an issuer of securities as referred to in Article 1 (b) of the Financial Reporting Act In addition, the Registrar of the Works Chamber shall provide a copy of the decision to the Foundation for Financial Markets. Copies of decisions which cannot be provisionally implemented shall be deposited as soon as they have been res judiced.
2 To set up an appeal in cassation against the decisions of the works office under this Title shall, outside the persons referred to in the first paragraph of Article 426 of the Code of Civil Procedure , shall be the legal person, company or institution in respect of which the company's office has taken a decision, whether or not it has appeared in the business office.
1 At the request of the Foundation Financial Markets Authority, the Works Chamber of the Court of Appeal may Amsterdam to a securities issuer as referred to in Article 1 (b) of the Financial Reporting Act recommend a message as intended Article 3, second paragraph, of the Accounting Supervision Act to be made widely available.
2 The Foundation Financial Markets Authority may submit the request only on the ground that the financial reporting as referred to in Article 1 (d) of the Financial Reporting Act does not comply with Article 3 of Regulation (EC) No 1606/2002 of the European Parliament and Council of the European Union of 19 July 2002 on the application of international accounting standards (PbEG L 243), which title, or articles 5:25c, second, fourth or fifth member , 5:25d, second or fourth to tenth member , or Article 5:25v, 1st member, of the Financial Supervision Act rules. The application shall state in what respect the financial reporting referred to in the preceding sentence does not comply.
3 The request does not concern the statement of the auditor, referred to in Article 5:25c, 4th paragraph, of the Financial Supervision Act .
4 The request may be made up to nine months after:
a. the day of transmission to the Foundation Financial Markets Authority of the Article 1, part d, below 1 °, 2 ° and 3 °, of the Accounting Supervision Act Documents referred to under Article 5:25o, 1st and 4th member, of the Financial Supervision Act ;
b. the day of transmission to the Foundation for Financial Markets of the Article 1, part d, below 4 ° to 7 °, of the Accounting Supervision Act Documents referred to under Article 5:25m, 6th paragraph, of the Financial Supervision Act ;
c. the day on which the financial statements were made public, intended Article 394 (1) If it is a securities issuer with registered office in the Netherlands, securities of which are admitted only to trading on a system comparable to a regulated market in a non-Member State.
The paragraphs 3 and 4 of Article 449 shall be applicable mutatis mutandis.
5 On the examination of the request by the Enterprise Chamber, the paragraphs 1 to 3 and 5 to 7 of Article 450 applicable mutatis mutandis.
1 If the company's office is in Article 454 Designating the requested request, it shall give the security issuer an order to explain in a public communication within a period to be set by the company's office:
a. the manner in which the Article 454 (2) , those rules will be applied in the future and describe their impact on financial reporting; or
b. which parts financial reporting does not meet the in Article 454 (2) To describe the rules and their impact on financial reporting. To this end, the order contains precise instructions.
2 The securities issuer shall be obliged to make public disclosure subject to the order of the order.
3 At the request of the security issuer, the office may withdraw its order in so far as it relates to future documents due to changes in circumstances. The business office decides not then after having heard Financial Markets after the Foundation.
4 If the decision relates to a securities issuer incorporated under the law of another State, as referred to in Article 4 (1) of the EC Treaty Article 1 (b) (2) of the Financial Reporting Supervision Act provide a copy of the decision to the Registrar of the Works Chamber to the Foundation Financial Markets Authority.
5 The Articles 452 (5) and 453 (2) shall be applicable mutatis mutandis.
