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Rijkswet of 9 March 1967 laying down special measures by the State concerning the place of establishment of legal persons and institutions
We JULIANA, 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, in view of the fourth paragraph of Article 38 of the Statute of the Kingdom of the Kingdom of the European Union, it is desirable to provide for special measures by the interests of the Kingdom concerning the place of business, and to take account of the provisions of Article 38 (4) of the Statute for the Kingdom of the Kingdom of the Kingdom of the European of establishment of legal persons and institutions, in addition to the Rijkswet voluntary transfer of legal persons ;
It is true that we, the Council of State of the Kingdom, and with the common accord of the States-General, have taken into account the provisions of the Statute for the Kingdom, have been deemed to have been approved and understood to be the same as This:
The legal person shall, in the context of or in accordance with this Law, be understood to mean any measure or company, association or foundation, fund or private body in the broadest sense, even if, in other legal provisions, the Legal personality should not have been granted or expressly allowed to be withheld.
1 If in the event of war, immediate war danger, revolution or thus comparable extraordinary circumstances to our judgment the interests of the Kingdom require, we can authorize Our Ministers of Justice and Finance to attend a joint decision to transfer the place of establishment of one or more legal persons established in the Netherlands, Aruba, Curaçao or Sint Maarten to another, to be included in the decision, place within the Kingdom of the Netherlands.
2 Our aforementioned Ministers may also amend, in their decision, other provisions of the instrument of incorporation or of the statutes and regulations of the legal person, if this is necessary in their opinion in connection with the transfer of the location. A change as referred to in the preceding sentence may also entail the conversion of a public limited company, a limited liability company or a private company into one of the other types of company mentioned.
3 Is the legal person established in Aruba, Curaçao or Sint Maarten, or is the intention to transfer there, the transfer shall be made only in accordance with the views of Our Ministers of Justice and of Finance of Aruba, Curaçao or Sint Maarten, unless the circumstances to our judgment do not allow them to consult in advance.
By way of derogation from Article 3:40 of the General Administrative Law , the shipment and change are intended to be carried out in accordance with Article 2 , in force as from the day on which the decision has been taken, unless otherwise provided by the decision.
1 If the place of establishment has been transferred to another part of the Kingdom, the place of establishment shall be made available to the public as soon as possible:
(a) the decision of transferring the place of establishment;
(b) the instrument of incorporation or the statutes and regulations of the legal person as they have been modified by the amendment.
(2) In the case referred to in paragraph 1, unless there are reasonable objections, the decision shall be made publicly available in the part of the Kingdom of which the legal person has previously been established, so that the place of establishment is is transferred.
3 If the place of establishment has been transferred to a different place within the same part of the Kingdom, the first and second paragraphs shall apply mutatis mutandis.
4 The publication shall be effected by means of the publication of official notices of official publication in the relevant part of the Kingdom, either by the legal person or by the law.
5 By way of derogation from the first three members, the statutes and regulations of a legal person, which is not a public limited company, shall be the limited liability company or a private company, and the amendments thereto only be made public, where other legal provisions in force in the relevant part of the Kingdom require a similar disclosure of the statutes and regulations of such legal person.
6 In so far as the provisions of the preceding paragraphs are not met, the movement and amendment of the instrument of incorporation or of the statutes and regulations may not be relied upon in good faith against third parties.
After the transfer, the place of establishment of the legal person may, without prejudice to the provisions of the preceding Articles, be returned to the part of the Kingdom or to the place in the same part of the Kingdom, where the was first established. This presentation shall be made only by a corresponding application of the Sections 2 or 4 of the National Law on the voluntary transfer of legal persons , where it concerns a limited liability company, a limited liability company or a private company, or Section 6 of that Law of the State, when it concerns a different legal person.
1 From the date on which the place of establishment of a legal person has been transferred or brought back to another part of the Kingdom in accordance with that Law, he shall have the status of a person under the law of that part of the Kingdom of the Kingdom of which the person is domicked in the Kingdom of the Netherlands. established legal person and shall be governed by the law in force therein.
2 However, the competent institutions of the part of the Kingdom which have been transferred to the place of establishment of one or more legal persons in accordance with this Law of the Law may, however, be subject to any foreign exchange law which may be different from those of the Regulations.
1 Has a legal person acquired a right or power, for the maintenance of which it is established in, whether established under the law of a particular part of the Kingdom is a requirement or condition, then this requirement or this provided that the legal person is established in another part of the Kingdom by virtue of the application of this Law on the Law of the Law.
2 Has a legal person acquired a right, or competence, for the maintenance of which is a requirement or condition, that one or more of its directors, commissioners, members or representatives are resident or resident or born in a particular part of the Kingdom, for as long as the legal person is established in another part of the Kingdom pursuant to this Law of Law, this requirement or condition shall be required if so many of his or her Directors, commissioners, members or representatives are residents of, or resident or born in any part of the Kingdom.
Where provisions in the instrument of incorporation or the statutes and regulations of a legal person do not comply with the provisions of this State law, they shall not continue to apply.
We reserve to arrange for a general measure of government management, which is further necessary for the implementation of this state law.
The Royal Decree of 4 March 1942 ( Stb. C 16) is hereby repealed.
This state law can be cited under the title: State law of the government of legal persons and institutions.
1 This Law of Law shall be binding on the whole of the Kingdom.
2 She shall enter into force on a time to be determined by Us.
Burdens and orders, which are in the State Sheet , the Governorate of Suriname and the Official Journal of the Netherlands Antilles will be placed, and that all Ministerial Departments, Authorities, Colleges and Officials, who so concern, will keep their hands on the precise execution.
Given at Paleize Soestdijk, 9 March 1967
JULIANA.
The Deputy Prime Minister,
B. W. BIESHEUVEL.
The Minister of Justice,
STRUYCKEN.
The Minister of Finance,
J. ZIJLSTRA.
Issued the thirtieth March 1967.The Minister of Justice,
STRUYCKEN.
