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Doing business in the Netherlands 7Corporate Bodies of a BVThe BV is managed by a board of directors under thesupervision of the general meeting of a BV(“General Meeting”). The General Meeting can, inaddition, resolve to install a supervisory board forthe purpose of supervising the management policyimplemented by the board of directors.General meetingAt least once each financial year, a shareholders’meeting should be held or, alternatively the GeneralMeeting should adopt a written resolution withoutholding a meeting. The General Meeting adoptsshareholders resolutions in principle by an absolutemajority of votes, unless the articles of associationprovide otherwise. The General Meeting may givespecific instructions to the board of directors withrespect to the management of the company, oralternatively only general directions, if the articlesof association contain such a provision.Supervisory boardThe supervisory board’s sole concern is the interestof the BV. Its primary responsibility is to superviseand advise the board of directors. Pursuant to theLarge Company Regime (Structuurregime), thesupervisory board is a mandatory body for a LargeBV.Board of directorsThe board of directors is responsible for managingthe BV. The members of the board of directors areappointed and removed by the shareholders (unlessthe BV is a large BV); if the BV is not a large BV, thearticles of association may grant the board of supervisorydirectors the right to suspend or remove adirector. The articles of association generally statethat each director is solely authorized to representthe company. However, the articles of associationmay provide that the directors are only jointlyauthorized. Such a provision in the articles of associationcan be invoked against third parties.The articles of association may provide that certainacts of the board of directors require the priorapproval of another corporate body such as theshareholders’ meeting or the supervisory board.Such a provision is only internally applicable andcannot be invoked against a third party, exceptwhere the party in question is aware of the provisionand did not act in good faith. In addition, the articlesof association can provide that the managementboard shall comply with specific instructions givenby any corporate body.A member of the board of directors of the companycan be held liable by the BV, as well as by third parties.The entire board of directors can be held liabletowards the BV for mismanagement. An individualmember of the board of directors can be held liablewith respect to specific assigned duties. The shareholderscan discharge the members of the board ofdirectors from their liability to the company byadopting an express resolution barring statutoryrestrictions.Besides the aforementioned liability prior to incorporationand registration, liability towards thirdparties can occur in several situations. For example,in case of the bankruptcy of the BV, the members ofthe board of directors are severally liable for thedeficit if the bankruptcy was caused by negligenceor improper management in the preceding threeyears. Similarly, directors risk to be held liable forthe deficit as a result of an approved distribution, ifwithin one year following such distribution the companywould no longer be able to pay the current andfuture debts. An individual member of the board ofdirectors can exonerate himself by proving that he isnot responsible for the negligence or improper management.As an alternative to the two-tier board structurewhere there is a management board and a separatesupervisory board, Dutch law provides statutoryprovisions on the one-tier board structure, a singleboard comprising both executive and non-executivedirectors. The Dutch Civil Code enables the structuringof a one-tier board structure for NV’s and forBV’s, including companies that are subject to theLarge Companies Regime. In a one-tier board thetasks within the board of directors are dividedbetween executive and non-executive members ofthe board of directors. The executive members willbe responsible for the company’s day-to-day management,the non-executive members have at leastthe statutory task to supervise the managementperformed by all board members. Such board ofdirectors adopts all board resolutions except thoserelated to the supervision on the management, whichresolutions are adopted exclusively by the non-executivedirectors. The general course of affairs ofthe company will be the responsibility of all boardmembers (executive and non-executive). The non-ex-