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Doing business in the Netherlands 8ecutive members in a one-tier board are part of theboard of directors and are therefore subject todirector’s liability. Please note that regulationsapplicable to certain business sectors (such as inthe health sector, insurance companies sector andbank sector) may have an effect on the ability toimplement the one-tier board system.2.4 Public limited liability company (NV)In general, everything mentioned above that appliesto the BV also applies to the NV. This section willoutline the most significant differences between theNV and the BV.An NV must have an authorized capital. At least 20%of the authorized capital must be issued and at least25% of the par value of the issued shares must bepaid up. The issued and paid-up capital of an NV mustamount to at least € 45,000.Besides registered shares, an NV may also issuebearer shares. Bearer shares must be fully paid upand are freely transferable. Registered shares haveto be transferred by executing a deed of transferbefore a Dutch civil-law notary. An NV is authorizedto issue share certificates (certificaten).If payment on shares is made in cash upon incorporationof the NV, the incorporators must describe thecontributed assets and an auditor must issue astatement to the effect that the value of the contributionis at least equal to the par value of the sharesissued, and in case of an explicitly stipulated sharepremium contribution, equal to the aggregate shareissue price of the shares issued. The auditor’s statementis to be delivered to the civil-law notaryinvolved prior to incorporation.The articles of association of an NV can stipulatelimitations on the transferability of the shares.Dutch law provides for two possible restrictions,which require the transferor either to:• offer his shares to the other shareholders, theright of first refusal; or• obtain approval for the transfer of shares fromthe corporate body, as specified in the articlesof association.At least once each financial year, a shareholders’meeting should be held.2.5 Large NV’s and BV’s: special requirementsA company is considered a ‘large NV or BV’ (structuurvennootschap),and thus subject to the LargeCompany Regime, as soon as three years haveexpired following a deposit at the Trade Register ofthe Chamber of Commerce of a notice that the companymeets each of the following requirements:• the company’s issued share capital, reservesand the retained earnings according to the balancesheet amount to at least 16 million Euro;• the company, or any other company in which ithas a controlling interest, has appointed aworks council pursuant to a legal obligationthereto; and• the company, alone or together with a company(or companies) in which it has a controllinginterest, normally has at least 100 employeesin the Netherlands.Unless an exemption applies, such a company isrequired to appoint a supervisory board (Raad vanCommissarissen) which is given specific powers,which are not granted to the supervisory board of arelatively ’small’ B.V. Such a supervisory board hasthe following powers:• appointment/dismissal of the managementboard; and• approval of major amendments with respect togovernance, including the proposal to amendthe articles of association, a proposal to dissolvethe company, the issuance of new shares,a proposal to increase the issued share capital.In addition, such a supervisory board is governed bythe following rules:• The supervisory board will be required to drawup a profile indicating its size and composition,taking into account the nature of the company,its activities and the desired expertise and backgroundsof the supervisory board directors. Theprofile must be discussed at the GeneralMeeting and with the works council beforeadoption or amendment.