Executive Order of the European Company

Original Language Title: Uitvoeringswet verordening Europese vennootschap

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Act of 17 March 2005 implementing Regulation (EC) No 2157/2001 of the Council of the European Union of 8 October 2001 on the Statute for a European company (SE) (Single European Company Regulation)

We Beatrix, at the grace of God, Queen of the Netherlands, Princess of Orange-Nassau, etc. etc. etc.

All of them, who will see or hear these, saluut! do know:

In this regard, we have taken into consideration that: Regulation (EC) No 2157/2001 of the Council of the European Union of 8 October 2001 on the Statute for a European company (SE) (PbEG L 294) must be implemented;

In this way, we, the Council of State, and with the mean consultations of the States-General, have been well-regarded and understood to be right and to be understood by the following:

Chapter 1. General provisions

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Article 1

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For the purposes of the application of the Articles 2 to 22 The term "Regulation" means: Regulation (EC) No 148/EC 2157/2001 of the Council of the European Union of 8 October 2001 on the Statute for a European Company (SE) (PbEG L 294).


Article 2

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A company within the meaning of Article 2, fifth paragraph, of the Regulation may take part in the formation of a European public limited company with its registered office in the Netherlands.


Article 3

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For the purpose of the transfer of the registered office to another Member State of the European Community, a European public limited company with its registered office in the Netherlands shall submit a proposal for the transfer of seats as referred to in Article 8 (2). paragraph, of the Regulation at the registered office of the Commercial Register. The European public limited company shall announce in a national paper distributed on a national basis that the proposal has been lodged, stating the trade register in which the proposal is situated and the address to which, pursuant to Article 8 (4) of the Regulation of the Proposal may be notified.


Article 4

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  • A European public limited company with its registered office in the Netherlands wishing to transfer to another Member State of the European Community must, on the basis of a declaration of opposition as referred to in paragraph 2, be based on the grounds that it is based on a creditors who require it to provide security or to provide him with another guarantee for the satisfaction of his claim which arose or may arise in respect of the transfer of seats. 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.

  • 2 To two months after the company has announced the deposit of the proposal for the transfer of seats, any creditor may, by an application to the court of Justice against the proposal for a transfer of seats, be put up in opposition by an indication of the the security required.

  • 3 Before the court decides, he may give the company the opportunity to give an assurance as defined by him within a time limit to be prescribed by him.

  • 4 If resistance has been made in good time, the declaration within the meaning of Article 8 (8) of the Regulation may be issued first, once the opposition has been withdrawn or the removal of the resistance is enforceable.

  • 5 If the transfer of seats has already taken place, the court may order the provision of a guarantee as defined by him and undertake a penalty payment on a legal instrument set up.


Article 5

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  • 1 The transfer of a European public limited company with its registered office in the Netherlands to another Member State of the European Community has no legal effect where the Minister of Justice is opposed to it for reasons of general interest. interest through the deposit of a related statement on the commercial register, within two months of the announcement of the deposit of the proposal. The declaration within the meaning of Article 8 (8) of the Regulation may be issued first, once the opposition has been withdrawn or the removal of the resistance is irrevocable.

  • 2 For the purposes of applying the second subparagraph of Article 8 (2) of the Regulation, the second sentence of the first paragraph shall apply mutatis mutandis.


Article 6

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  • 1 As a register for the registration of a European public limited company with registered office in the Netherlands or in a Netherlands subsidiary establishment of a European public limited company, the trade register is to be used in the Article 2 of the Commercial Registry Act 2007 .

  • 2 By registration of the transfer of seats of a European public limited company to the Netherlands, a notarial deed containing the statutes of the company and the past by a notary with a place of employment in the Netherlands shall be lodged at the premises of the Netherlands. the trade register. The Articles 65 and 69 of Book 2 of the Civil Code shall be applicable mutatis mutandis.


Article 7

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A company having its registered office in the Netherlands may not participate in the formation of a European public limited company by way of a merger where the Minister of Justice opposes it for reasons of general interest by the deposit of a company. on the commercial register, within one month of the publication of the information provided for in Article 21 of the Regulation. Participation in the merger shall lead to legal action once the opposition has been withdrawn or the removal of the resistance is irrevocable.


Article 8

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  • 1 For the purposes of applying Article 32 (3) of the Regulation, each undertaking acquiring company having its registered office in the Netherlands shall deposit the trade register:

    • (a) the proposal for the establishment of a European public limited company;

    • (b) a written report as referred to in Article 32 (4) of the Regulation.

  • 2 At the same time, the management or administrative bodies shall deposit the documents at the premises of the acquiring company, or, in the absence of an office, to the place of residence of a driver. The documents shall be open until the establishment of the holding SE for the inspection of shareholders. They may obtain a copy of it free of charge during this period.

  • 3 A company having its registered office in the Netherlands shall announce in a nationally distributed newspaper that the documents are lodged, stating the public records in which they lie and the address at which they are registered under the second paragraph. -I'm not.

  • 4 If the management or management bodies amend the proposal to set up a holding SE, this Article shall apply mutatis mutandis.


Article 9

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For the purposes of the application of Article 33 (3) of the Regulation, each undertaking acquiring company having its registered office in the Netherlands shall, at the registered office of the Commercial Register, make a declaration that all the conditions for the establishment of a European limited company is fulfilled and announces the deposit in a nationwide distributed daily.


Article 10

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A public limited liability company with registered office in the Netherlands which has drawn up a proposal for conversion into a European public limited company in accordance with Article 37 of the Regulation shall deposit the proposal at the margins of the commercial register and the deposit shall be announced in a nationwide distributed daily.


Article 11

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  • 1 The appointment of the members of the management organ shall be made by the supervisory organ, unless the statutes provide that the appointment shall be made by the general meeting.


Article 12

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For the purposes of applying Article 39, third paragraph, of the Regulation Article 134, fourth paragraph, of Book 2 of the Civil Code applicable, mutatis mutandis, to the European public limited company with registered office in the Netherlands.


Article 13

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The administrative body referred to in Article 43 of the Regulation shall consist of at least three members.


Article 14

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For the purposes of applying the provisions of Article 47 (1) of the Regulation, members of the administrative organ which, in accordance with a division of tasks, are not responsible for the executive board must be natural persons.


Article 15

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For the purposes of applying Article 54 of the Regulation, the first general meeting may take place within 18 months of the date of its establishment.


Article 16

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For the purposes of applying Article 56 of the Regulation, Article 114a of Book 2 of the Civil Code applicable, mutatis mutandis, to a European public limited company with registered office in the Netherlands.


Article 17

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For the purposes of applying Article 59 of the Regulation, an amendment to the statutes of the statutes of which no greater majority is laid down in the statutes shall be taken by an absolute majority of the votes cast in a meeting in which at least half of the subscribed capital is represented.


Article 18

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A European public limited company with registered office in the Netherlands shall be dissolved by the court at the request of the Office of the Public Prosecutor if the central management is not established in the Netherlands. Before winding up, the court may give the company the opportunity to transfer its head office to the Netherlands or to transfer its registered office in accordance with Article 8, within a period to be determined by it. of the Regulation.


Article 19

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The European public limited company having its registered office in the Netherlands, which has drawn up a proposal for conversion into a public limited company pursuant to Article 66 of the Regulation, shall deposit the proposal at the margins of the commercial register and the deposit shall be announced in a nationwide distributed daily.


Article 20

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The competent authority, within the meaning of Article 8 (8), Article 25 (2), and Article 26 (1) of the Regulation, shall be designated: a notary with a location in the Netherlands.


Article 21

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The competent authority within the meaning of Article 55, third paragraph, of the Regulation shall be appointed: the court's provision of supply.


Article 22

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The following shall be designated as the competent authority within the meaning of Article 64 (4) of the Regulation: the head of the ressortsparket.

Chapter 2. Amendment of other laws

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Article 23

Compare Versions Save Relationships (...) (External Link) Permanent Link [ Red: Modid the Civil Code Book 2.]

Article 24

Compare Versions Save Relationships (...) (External Link) Permanent Link [ Red: Change the Law on Economic Crimes.]

Article 25

Compare Versions Save Relationships (...) (External Link) Permanent Link [ Red: Amenes the Commercial Registry Act 1996.]

Chapter 3. Final provisions

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Article 26

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This law is cited as: Implementation Act of European Company Ordination.


Article 27

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This Law shall enter into force on a date to be determined by Royal Decree.

Burdens and orders that it will be placed in the Official Gazette, and that all ministries, authorities, colleges and officials who so concern will keep their hands on the precise execution.

Given at The Hague, 17 March 2005

Beatrix

The Minister of Justice,

J. P. H. Donner

Published the twenty-fourth March 2005

The Minister of Justice,

J. P. H. Donner