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

Doing Business in the Netherlands 2012
full upon issuance. Shares may also be paid in kind, provided that an
auditor’s statement is obtained, confirming that the value of the
contribution in kind is equal to or exceeds the total par value of the
issued shares. The amount exceeding the total par value is considered
non-stipulated share premium.
The issuance of registered shares requires a notarial deed executed
before a Dutch civil-law notary in the Netherlands and is recorded in
the shareholders’ register. The registration with the Trade Register of
the Chamber of Commerce is updated accordingly.
4.7 Board of Managing Directors
NVs, SEs, BVs and cooperatives are managed by a board of managing
directors consisting of one or more managing directors appointed by
the general meeting of shareholders or members, who also have the
authority to dismiss them. A managing director may be a private
individual or a legal entity, either foreign or Dutch. From a Dutch
corporate law point of view, none of the managing directors needs to
be a Dutch resident.
The Articles of Association state the number of managing directors
and whether a managing director is solely or jointly authorized to fully
represent and bind the company. A provision to this effect may be
invoked against third parties.
The Articles of Association may provide that a number of specified
acts of the board of managing directors require prior approval of the
shareholders, members, the board of supervisory directors, or another
corporate body. These may not be invoked against third parties unless
they are aware of this provision and have not acted in good faith.
As of 1 January 2012, a one-tier board of management directors
composed of executive and non-executive directors can be installed,
which creates a legal framework for improving the supervision of
directors who are charged with the management of an NV or a BV.
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