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Amendment Act Civil Code Book 2 (adjustment of rules on governance and supervision of public limited companies and limited companies)

Original Language Title: Wijzigingswet Burgerlijk Wetboek Boek 2 (aanpassing regels over bestuur en toezicht in naamloze en besloten vennootschappen)

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Act of 6 June 2011 amending Book 2 of the Civil Code in connection with the adaptation of rules on governance and supervision in public limited and private 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 apply rules on governance and supervision of public limited companies and to lay down a system whereby a company body would be both executive and supervisory directors;

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 I

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Article II

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Article III

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Article IV

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  • 1 The general meeting may, if a limited liability company or a private limited liability company prior to the entry into force of this law is represented by the board or a driver while there is a was in conflict with one or more directors, confirming representation by designating the representative or representatives to do so on or after the date of entry into force of the Act.

  • 2 Unless otherwise provided by the law, no statutory provision can be relied upon which means that the public limited liability company or the private limited liability company shall be represented by a member other than the Board of Management or a driver in all cases where the company has a conflict of interest with one or more drivers.


Article V

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Contracts of employment concluded before the date of entry into force of this Act Article 132 (3) of Book 2 of the Civil Code Not applicable.


Article VI

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The Articles 132a , 142a , 242a , 252a , 297a and 297b of Book 2 of the Civil Code shall not apply to the appointment or designation of any person to the driver or to the Commissioner who has taken place before the date of entry into force of this Act.


Article VII

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Article VIII

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This Act shall enter into force on a date to be decided by Royal Decree, except: Article VII which enters into force on 1 January 2016.

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.

Entry

' s-Gravenhage, 6 June 2011

Beatrix

The Minister for Security and Justice,

I. W. Opstelten

Issued the 14th of June 2011

The Minister for Security and Justice,

I. W. Opstelten