Law on the formal foreign companies

Original Language Title: Wet op de formeel buitenlandse vennootschappen

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Act of 17 December 1997, laying down rules relating to foreign law, incorporated capital companies engaged in all or substantially all their activities in the Netherlands and having no real link with the State under whose law they are established (Law on the formal foreign companies)

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 considered that it would be desirable to lay down, by law, rules relating to foreign law, incorporated with incorporated capital companies, which, in whole or almost entirely, in the form of their activities, may be incorporated in the form of a The Netherlands do not have a real connection with the State according to which they are established;

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:


Article 1

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  • For the purposes of this Act, a 'foreign company' shall mean a capital company incorporated in a non-member state, incorporated in another than the Netherlands, which carries out its business wholly or substantially in the Netherlands and, in addition, does not have a real connection to the State within which the law to which it is established is applicable. In this Article, the countries of the Kingdom of the Netherlands and the public bodies of Bonaire, Sint Eustatius and Saba are to be regarded as State.

  • 2 The following articles of this Act apply with the exception of Article 6 does not apply to companies governed by the law of one of the Member States of the European Union or of a State party to the Agreement on the European Economic Area of 2 May 1992.


Article 2

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The directors of a foreign company are required to register in the Commercial Register to declare that the company is responsible for the definition of the company. Article 1 to deposit, at the premises of the commercial register, a copy of the authentic copy of the certificate or a copy of the instrument of establishment and of the statutes, certified by a director, if the latter are in a separate document shall be included. They shall also be required to register the register in which and the number under which that company is registered and the date of the first registration. They shall also be required to register the name, personal information, if it is a natural person, and the place of residence of the holder of all the shares in the capital of the company or of a part of a member in a a community or community of a registered partnership to which all the shares in the capital of the company belong, the shares held by the company or its subsidiaries. The directors of a foreign company are required to give notice of any change to what is entered in the Commercial Register by reference to the day on which it entered. Operations under this law may not be carried out in full power.


Article 3

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  • 1 The full name of the company, its legal form, its legal form, its legal form, its legal form, its legal form, its legal form, its legal form, its legal form, its legal form, its indicate the registered office and place of establishment of the undertaking belonging to it, and, if it is to be entered in a register under the law applicable to it, the register in which and the number of the registered office and number of the registered office of the undertaking company is registered and the date of the first registration. It must also state the number under which the company is entered in the commercial register and that the company is a formal foreign company. It shall be prohibited to use in the scriptures, documents or notices an indication that, contrary to the truth, the undertaking belongs to a Dutch legal person.

  • 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 specified.

  • 3 If the company persists after its dissolution, it must be added to its name: in liquidation.


Article 4

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  • 2 The directors shall be jointly and severally liable, in addition to the company, for any operation carried out on their board, which makes it possible for the company to be connected during the period prior to the fulfilment of the Article 2, first paragraph .


Article 5

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  • 1 Without prejudice to the second paragraph, a formal foreign company Article 10 of Book 2 of the Civil Code applicable mutatis mutandis. The obligations referred to therein shall rest on the directors of the company.

  • 2 The directors shall be required to act annually within five months of the end of the financial year, subject to an extension of that period for a maximum of six months under a competent decision taken in accordance with special circumstances, to a revenue and expenditure account and to the to draw up a management report. The revenue and expenditure account, the management report and the other data Title 9 of Book 2 of the Civil Code of corresponding application, subject to the understanding that the disclosure by Article 394 of that book shall be deposited by the trade register.

  • 3 The directors are required to deposit, before 1 April of that year at the premises of the commercial register, any calendar year before 1 April of that year, a certificate of registration in the register to which the company must be entitled under the law applicable to it. entered. The certificate must be issued not earlier than four weeks before the date of deposit.


Article 6

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In the case of a formal foreign company, the Articles 249 , 260 and 261 of Book 2 of the Civil Code applicable mutatis mutandis.


Article 7

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For the purposes of the application of the Articles 2 to: 6 the directors of the company shall be the same as those charged with the day-to-day management of the undertaking belonging to the company.


Article 8

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Article 9

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Article 10

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Article 11

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In the case of companies which at the date of entry into force of this Act comply with the definition of Article 1 shall apply:

  • a. The declaration of entry in the trade register provided for in Article 2 , taking place within three months of the date of entry into force of this Act;

  • (b) the obligation to draw up annual accounts and an administrative report referred to in Article 5, second paragraph , and Article 6 shall apply to annual accounts and annual reports covering financial years beginning on or after the date of entry into force of this Act;

  • c. Article 4, second paragraph shall first apply three months after the date of entry into force of this Law.


Article 12

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Article 13

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


Article 14

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This law is cited as: Law on the formal foreign companies.

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.

Issued at Gravenhage, 17 December 1997

Beatrix

The Minister of Justice,

W. Sorgdrager

Published three-and-20th December 1997

The Minister of Justice,

W. Sorgdrager