Doing Business in the Netherlands 2012 - American Chamber of ...

material needs of its members under an agreement concluded with
them in the course of the business it conducts or causes to be
conducted and for the benefit of its members. If a cooperative is used
in a holding structure, its object generally is to make profits through
investments. To achieve this, the cooperative enters into contribution
agreements with its members, pursuant to which the members
contribute capital (e.g., cash or other assets) to the cooperative. In
exchange for these contributions, the capital accounts maintained for
each member are credited. A cooperative may distribute profit among
its members. The members’ entitlement to the cooperative’s profits is
usually relative to their respective contributions.
2.5 European Company/Societas Europaea (SE)
There are four ways to incorporate a European company or Societas
Europaea (SE), which company has a legal personality and is, in
many respects, comparable to a Dutch NV:
� Through a legal merger between two companies based in
different EU Member States.
� Through incorporation of an SE as a holding company for two
companies based in two different EU Member States or with
subsidiaries in two different EU Member States.
� Through incorporation of an SE as a subsidiary of:
� two companies based in two different EU Member
States; or
� an SE.
� Through a legal conversion from an NV into an SE.
Only legal entities may form an SE; private individuals may become a
shareholder of the SE after its incorporation. An SE may transfer its
registered office from one EU Member State to another.
26 Baker & McKenzie