Key Benefits:
Law of 13 October 1994, laying down rules on the voluntary movement abroad of the registered office of public limitedliability companies, private companies, cooperatives, mutual societies and foundations in a period of Distress
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:
Having considered that it is desirable for public limited companies, limited liability companies, cooperatives, mutual societies and foundations should be allowed to open in times of need. to transfer their registered office from the Netherlands to a place outside the Kingdom of the Kingdom of the Netherlands;
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:
1 A public limited liability company, a private limited liability company, a cooperative, a mutual guarantee company and a foundation may transfer the seat of the legal person to a place outside the Kingdom.
2 A decision to move the seat shall not enter into force except in the case of war, war, revolution, or any similar exceptional circumstances.
(3) The effect of the decision shall be taken by the law that the place to which the registered office is situated is situated shall be the seat of the legal person.
1 Competent to take a decision on seat movement are as follows:
(a) the management of the legal person;
(b) the general meeting shall, by an absolute majority of the votes of the voters present or represented at the meeting, if it does not have a foundation;
c. persons designated by the General Assembly or by the Steering Board of persons appointed by a notarial deed past the General Assembly or by the Board.
2 The decision to move the seat may involve the legal person losing the State of a public limited company, a private company with limited liability, cooperative, mutual guarantee company or foundation and obtaining the State of the any equivalent legal person from the right of the country to which the seat is transferred.
3 The decision may entail amendment of the statutes.
4 As long as the decision has not entered into force, those who have taken that decision may withdraw or, under the maintenance of that decision, make amendments to the statutes that become effective if the act enters into force.
5 Any person empowered to take the decision in accordance with the first paragraph and each person designated by him in the Netherlands shall be empowered to make any changes which may prove necessary to obtain a requisite approval or to obtain recognition of the country to which the seat has been moved.
6 In deciding on the transfer of seats, directors and commissioners and, at the same time as a foundation, members of a supervisory board may be appointed and dismissed.
7 In the case of a designation referred to in the first paragraph, under C , the powers referred to in the third to the sixth member may be excluded or restricted for one or more of the persons designated.
1 Of the decision on the transfer of seats and of the decisions referred to in Article 2, second to fifth paragraphs , under the law of invalidity, a notarial deed to be made in the Netherlands, or the forms required for the amendment of the statutes in the country to which the registered office is transferred shall be taken into account. The deed shall be taken in the Dutch language or in the official language of the country to which the seat is transferred.
2 Without prejudice to the provisions of Article 1, second paragraph , the seat has been moved and the decisions entered into force from the day on which the act has been taken in the past and the forms have been complied with, unless a later date has been laid down. If the entry into force depends on the fulfilment of a condition, it shall take effect from the day on which the condition is fulfilled.
3 The notary shall, without delay, forward to our Minister of Justice a copy of the deed to which the deed has been taken. If the transfer is carried out in accordance with the forms for amendment of the statutes, required in the country to which the seat is transferred, the Steering Board or the person responsible for the transfer of seats shall be required to take part in the transfer of the seat. The Council has the power to communicate the transfer to our Minister of Justice.
1 A legal person whose registered office has been moved in accordance with this Act to a country outside the Kingdom of the Netherlands and to the State of a public limited company, a private company with limited liability, cooperative, mutual guarantee company or foundation has retained, can return its seat to the Netherlands.
2 A decision to move the seat shall be taken by the Steering Board or, if it is not a foundation, by the General Assembly.
3 The decision to bring back the seat shall, under penalty of nullity, establish a notarial deed which is to be suffered in the Netherlands. The deed becomes a history of the Dutch language.
4 The seat has been moved to the Netherlands from the day on which the deed is in the past, unless a later date has been provided for in the instrument. Where the movement of the seat in the instrument is subject to the fulfilment of a condition, it shall take effect from the day on which the condition is fulfilled.
5 The notary shall, without delay, send a copy of the act referred to in the third paragraph to Our Minister of Justice.
1 The legal person who, by moving the registered office to a country outside the Kingdom of the State of a public limitedcompany, private company with limited liability, cooperative, mutual guarantee company or foundation has lost, may return its seat to the Netherlands, if the applicable law does not oppose it.
2 The legal person will be required to adopt the same legal form before its registered office in the Netherlands, except that a former public limited company has the legal form of a private limited company. liability and a former private limited liability company may assume the legal form of a public limited liability company.
3 The transfer of the seat to the Netherlands is achieved by the adoption by our Minister of Justice of the decision of the legal person to that effect, and an act of notarized in the Netherlands has been drawn up in which the statutes are incorporated. The deed becomes a history of the Dutch language. Approval may be granted retroactively, at the latest until the date of the decision to move back from the seat or, where the entry into force of that decision is subject to the fulfilment of a decision of the Court of condition, until the time of fulfilment of that condition.
4 Upon request for approval, the following shall be submitted:
a. sufficient evidence that the legal person exists;
(b) the decision to move the seat to the Netherlands;
(c) the Decree amending the Statute, where amendment is necessary to bring the statutes into conformity with Dutch law;
d. a copy or draft of a notarial deed as referred to in the third paragraph.
5 The approval shall be refused if:
(a) the decision has not been taken in accordance with the applicable law;
The statutes of the legal person shall not be in conformity with the legal provisions.
6 The transfer of seats means that the legal person is a legal person governed by Dutch law.
7 The legal person shall, after the transfer of seats, enter without delay the necessary tenders for registration in the commercial register. An authentic copy of the instrument referred to in paragraph 3 shall be submitted to the declaration. As long as the tender notice has not been made, the directors shall be jointly and severally liable, in addition to the legal person, for any legal act carried out in their administration to ensure that the legal person is connected since the day of the ministerial meeting. Approval, or since the date of the Act, if it has been approved after ministerial approval.
1 A consular officer as referred to in the Consular Law is responsible for the suffering of an act as referred to in the Article 2, first paragraph, point C , and fifth member , 3, first paragraph , 4, third member , and 5, third member On the understanding that the restriction to the Dutch is in Article 1, fourth paragraph, of the Consular Act does not apply.
2 The Article 3, third paragraph, first sentence , and 4, fifth paragraph , shall apply mutatis mutandis to the consular officer.
3 The documents held by a consular officer or to be made by a consular officer in accordance with this law have equivalent force as they were in the Netherlands notarial past.
This Act shall enter into force from the day following the date of issuance of the State Sheet where it is placed.
This law can be cited as: voluntary movement of seats third countries.
Burdens and orders that are in the State Sheet will be placed, and that all ministries, authorities, colleges and officials who so concern will keep their hands on the precise execution.
Given in Gravenhage, 13 October 1994
Beatrix
The Minister of Justice,
W. Sorgdrager
Published on 22 November 1994The Minister of Justice,
W. Sorgdrager
