Dutch
Civil Code
Book 2 Legal Persons
Title 2.3 Cooperatives and Mutual Insurance Societies
Section 2.3.1 General provisions
Article 2:53 Definition of a ‘Cooperative’
- 1. A Cooperative
('coöperatie') is an Association*)
('vereniging') formed by notarial deed as a Cooperative ('coöperatie').
According to its articles of incorporation it must have the purpose (objective)
to provide for certain material needs of its members on the basis of contracts,
other than insurance agreements, concluded with those members in the course
of its business, which it conducts or causes to be conducted for this
reason for the benefit of its members.
- 2. A Mutual Insurance Society ('onderlinge waarborgmaatschappij') is an Association*)
(‘vereniging’) formed by notarial deed as a Mutual Insurance Society ('onderlinge waarborgmaatschappij'). According
to its articles of incorporation it must have the purpose (objective)
to conclude insurance agreements with its members in the course of its
insurance business, which it conducts for this reason for the benefit
of its members.
- 3. The articles
of incorporation of a Cooperative ('coöperatie') may allow
the Cooperative to conclude the same kind of agreements with non-members
as it concludes with its members; the same applies to the articles of
incorporation of a Mutual Insurance Society ('onderlinge waarborgmaatschappij')
in which any obligation of the members or former members to contribute
to any deficits is excluded.
- 4. If a Cooperative
('coöperatie') or Mutual Insurance Society ('onderlinge
waarborgmaatschappij') makes use of the possibility mentioned in
the previous paragraph, then it may not do so to such extent that the
agreements with its members are only of minor importance.
*) Most provisions for Associations
apply therefore as well to a Cooperative and Mutual Insurance Society
(see Article 2:53a)
Article 2:53a Applicability of the provisions of Title 2.2 to Cooperatives
and Mutual Insurance Societies
- 1. The provisions of the previous Title (Title
2.2), with the exception of Article 2:26, paragraph 3, and Article 2:44,
paragraph 2, apply as well to a Cooperative ('coöperatie')
and Mutual Insurance Society ('onderlinge waarborgmaatschappij'),
insofar the present Title (Title 2.3) does not provide a derogation therefrom.
- 2. Article 2:135 applies accordingly to a
cooperation that is a bank within the meaning of Article 2:415 to which
no exemption referred to in Article 3:111 paragraph 1 of the Financial
Supervision Act applies, and to a mutual insurance society that is an
insurance company within the meaning of Article 2:427.
Article 2:54 Formation of a Cooperative of Mutual Insurance Society
- 1. A Cooperative
('coöperatie') and Mutual Insurance Society ('onderlinge
waarborgmaatschappij') are formed by means of a more-sided (multilateral)
juridical act embodied in a notarial deed.
- 2. The name of a Cooperative ('coöperatie')
must include the word "Cooperative" (‘coöperatief')
and that of a Mutual Insurance Society ('onderlinge waarborgmaatschappij')
the word "mutual" (‘onderlinge’) or "reciprocal"
(‘wederkerige’). The name of the legal person must
contain at the end the abbreviation W.A., B.A or U.A. in conformity with
what has been provided under Article 2:56 with regard to the liability
of its members*).
*) W.A. stands for statutory liability
(‘wettelijke aansprakelijkheid’)
B.A. stands for limited liability (‘beperkte
aansprakelijkheid')
U.A. stands for exclusion of any liability
(‘uitsluiting van aansprakelijkheid’)
Article 2:54a [repealed on 25.11.1988]
Article 2:55 Liability of members and former members for deficits of the
legal person
- 1. Those who were a member of the Cooperative
('coöperatie') at the moment of its dissolution or less
than one year prior to that moment, are towards the legal person liable
for a deficit in accordance with the criteria set for this purpose in
the articles of incorporation; where a Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
has been dissolved as a result of its insolvency after it was declared
bankrupt, the period of one year is not calculated from the day of the
dissolution, but from the day of the declaration of bankruptcy. The articles
of incorporation may provide for a liability period of more than one year.
- 2. Where the articles of incorporation do
not provide criteria to determine the liability of the members, all members
shall be liable for equal parts.
- 3. When it is not possible to recover a
deficit from one or more members or former members in accordance with
their liability, then the other members or former members shall be liable
for the unrecovered part, each in proportion to his share of liability.
This liability even exists when the liquidators have waived their right
to recover the deficit from one or more members or former members on the
ground that exercising this right would not lead to a benefit for the
estate in liquidation. If the liquidation (winding up) is supervised by
persons who have been charged with such supervision under law, then the
liquidators may only waive the before mentioned right of recovery with
the authorization of those persons.
- 4. The liable members and former members
must immediately pay their share in the estimated deficit, as well as
an increase of 50 % thereof or of such lesser amount as the liquidators
regard sufficient for a provisional coverage of the additional imputation
of the recovery costs and of the shares of those who may not pay their
part of the deficit.
- 5. A member or former member is not entitled
to set off a debt imposed on him pursuant to the present Article.
Article 2:56 Exclusion or limitation of the obligation to contribute to
a deficit
- 1. In derogation from what is specified
in the previous Article, a Cooperative ('coöperatie') or
Mutual Insurance Society ('onderlinge waarborgmaatschappij')
may in its articles of incorporation exclude or limit to a maximum any
obligation of its members or former members to contribute to a deficit
of the legal person. The members may only invoke such exclusion or limitation
if the legal person has added to the end of its name the abbreviation
“U.A.” (exclusion of liability), respectively, “B.A.”
(limited liability). A legal person to which the first sentence has not
been applied, adds to the end of its name the abbreviation “W.A.”
(statutory liability)*).
- 2. The said legal persons are obliged to
mention and use their full name [including the relevant abbreviations],
except in telegrams and advertisements.
*) U.A. stands for exclusion of
any liability (‘uitsluiting van aansprakelijkheid’)
B.A. stands for limited liability (‘beperkte
aansprakelijkheid')
W.A. stands for statutory liability (‘wettelijke
aansprakelijkheid’)
Article 2:57 Supervisory Board
- 1. The articles of incorporation of a Cooperative
('coöperatie’) or Mutual Insurance Society ('onderlinge
waarborgmaatschappij') may provide for a Supervisory Board. The Supervisory
Board consists of one or more natural persons.
- 2. The Supervisory Board is responsible
for exercising supervision over the administration and policies of the
Board of Directors and over the general course of events within the legal
person and the enterprise related to it. It provides assistance and advice
to the Board of Directors. In the performance of their duties the Supervisory
Directors are guided by the interests of the legal person and the enterprise
related to it.
- 3. Unless the articles of incorporation
provide otherwise, the Supervisory Board is empowered to suspend at any
time any Director appointed by the General Meeting. The General Meeting
may at any time lift such a suspension.
- 4. Except in a situation as referred to
in Article 2:47, the Supervisory Board shall represent the legal person
in all situations in which there is a conflict of interest (of the legal
person) with one or more Directors other than in connection with the conclusion
or amendment of contracts that are concluded in equal circumstances with
all members (by the legal person). The articles of incorporation may,
however, derogate from this provision.
- 5. The articles of incorporation may set
additional provisions regarding the duties and powers of the Supervisory
Board and its members.
- 6. Unless the articles of incorporation provide
otherwise, the General Meeting may grant a salary to the Supervisory Directors
for their work preformed in their capacity as member of the Supervisory
Board.
- 7. Unless the articles of incorporation have
granted the Supervisory Directors a right to vote, they shall, in their
capacity as Supervisory Director, merely have an advisory vote at the
General Meeting.
- 8. The Board of Directors provides the Supervisory
Board in time with the information it needs for the performance of its
duties.
Article 2:57a Appointment of Supervisory Directors
- 1. Article 2:37 applies accordingly to the
appointment of Supervisory Directors who were not already appointed under
the notarial deed of incorporation, unless they are appointed pursuant
to Article 2:63f.
- 2. Where a candidate is recommended or nominated
for an appointment as Supervisory Director, his age and profession are
mentioned, as well as the positions he holds or has held insofar these
positions are of importance for the fulfilment of his duties as Supervisory
Director. Mentioned as well are the legal persons of which he is already
a Supervisory Director; if there are legal persons amongst them that belong
to the same group, it is sufficient to mention that group. The reasons
for recommendation and nomination will be substantiated.
Article 2:58 Annual accounts and annual report
- 1. Annually, within six months after the
end of the accounting year, except when this period has been extended
with at the most five months by the General Meeting in view of particular
circumstances, the Board of Directors draws up the annual accounts, and
deposits these documents at the office of the legal person for inspection
by its members. Within the same period, the Board of Directors shall also
deposit the annual report for inspection by its members, unless Article
2:396, paragraph 7, or Article 2:403 applies to the legal person. The
annual accounts shall be adopted by the General Meeting, which is to be
convened by the Board of Directors no later than one month after the end
of the period referred to in the previous sentence. Article 2:48, paragraph
2, applies accordingly. An adoption of the annual accounts does not implicate
a discharge of liability for the Directors or Supervisory Directors.
- 2. The drawn up annual accounts are signed
by the Directors and the Supervisory Directors; where the signature of
one or more of them is missing, this shall be reported, mentioning as
well the reason for this.
- 3. The legal person ensures that the drawn
up annual accounts, the annual report and the information which has to
be added pursuant to Article 2:392, paragraph 1, are available at its
office as of the day on which the convening notice is given for a General
Meeting for the adoption of the annual accounts. The members of the legal
person may inspect these documents there and may obtain a free copy thereof.
- 4. A deficit may only be recovered from
the statutory reserves as far is this is permitted by law.
- 5. Upon request, the Minister of Economic
Affairs may, for compelling reasons, grant relief from the obligation
to draw up, submit and adopt the annual accounts.
Article 2:59 Making a change in contracts concluded with the members
- 1. A resolution (decision) of one of the
bodies of a Cooperative ('coöperatie') or Mutual Insurance Society ('onderlinge waarborgmaatschappij') cannot bring about
any changes in the contracts which the Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
has concluded with its members in the course of its business, unless the
Cooperative ('coöperatie') or Mutual Insurance Society ('onderlinge
waarborgmaatschappij') has reserved this power explicitly in the
to be changed contract itself. A reference in the to be changed contract
to the legal person’s articles of incorporation, internal regulations
(by-laws), standard terms and conditions or similar documents, is not
sufficient for this purpose.
- 2. A change made in accordance with the
previous paragraph, may only be invoked by the Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
against a member who has been informed about that change in writing.
Article 2:60 Conditions for a resignation from membership
A Cooperative ('coöperatie') may in its articles of incorporation
subject a resignation from membership by its members to certain conditions,
provided that these conditions are in conformity with the purpose and
necessary implications of the Cooperative ('coöperatie')
and that the possibility to resign from membership is preserved. To the
extent that such a condition goes beyond of what is permitted, it has
no effect.
Article 2:61 Specific provisions for a Cooperative
Where the articles of incorporation of a Cooperative ('coöperatie')
do not entirely exclude any obligation of its members and former members
to contribute to a deficit, the following provisions of the present Article
shall apply as well to that Cooperative ('coöperatie')
a. an application for membership must be made
in writing. The applicant is informed in writing whether he is admitted
or rejected as member. When he is admitted, he shall be informed as well
of the number under which he is registered as member in the records of
the Cooperative ('coöperatie'). Nevertheless, in order to
prove the admission to membership, it is not necessary that there appears
to be a written application and a written report as referred to in the
previous sentence.
b. the documents with which the membership
is requested, will be kept by the Board of Directors for a period of at
least ten years. These documents, however, do not have to be kept insofar
it concerns members whose membership may show from a dated statement in
the records of the Cooperative ('coöperatie') that is signed
by the involved members themselves.
c. a termination of membership can only take
place either by separate writing, or by a dated statement in the records
of the Cooperative ('coöperatie') that is signed by the
involved member himself. The member who has terminated his membership,
receives a written acknowledgement thereof from the Board of Directors.
When this written acknowledgement is not given within fourteen days, the
member is entitled to terminate his membership once again by bailiff’s
writ and charge the costs thereof to the Cooperative ('coöperatie').
d. a copy of the membership list, certified
by the Board of Directors, must be deposited at the office of the commercial
register (Chamber of Commerce) at the occasion of the registration of
the Cooperative ('coöperatie') in that register. Within
one month after the end of each accounting year, a written report of the
changes which the membership list has shown in the course of the accounting
year, shall be added by the Board of Directors to the membership list
that already was deposited at the office of the commercial register; where
the Chamber of Commerce requests so, a new membership list must be deposited.
Article 2:62 Specific provisions for a Mutual Insurance Society
The following provision of the present Article apply specifically to a
Mutual Insurance Society ('onderlinge waarborgmaatschappij'):
a. a person who, as policy-holder, has a current
insurance agreement with the Mutual Insurance Society ('onderlinge
waarborgmaatschappij') is by operation of law also a member of that
Mutual Insurance Society ('onderlinge waarborgmaatschappij').
It is possible to derogate from this provision if the Mutual Insurance Society ('onderlinge waarborgmaatschappij'), according to its
articles of incorporation, is allowed to insure policy-holders who are
not a member.
b. unless the articles of incorporation provide
otherwise, the membership which arises from an insurance agreement continues
to exist until all insurance agreements of that member with the Mutual Insurance Society ('onderlinge waarborgmaatschappij') have ended.
Where the rights and obligations derived from such an insurance agreement
are transferred or passed to another person, the membership, as far as
it results from that agreement, passes as well to that other party, all
except for derogating provisions in the articles of incorporation.
c. if the guarantee capital of a Mutual Insurance Society ('onderlinge waarborgmaatschappij') is divided into shares,
Articles 2:79 up to and including 2:89, 2:90 up to and including 2:92,
2:95, 2:96, paragraph 1, 2:98 paragraph 1 and 6, and 2:98c, paragraph
1 and 2, shall apply accordingly.
Article 2:63 Prohibition to misuse the terms ‘Cooperative’,
‘mutual’ and ‘reciprocal’
- 1. It is prohibited for a natural or legal
person who is not a Cooperative (‘coöperatie) or Mutual Insurance
Society ('onderlinge waarborgmaatschappij') to conduct business
using the term "Cooperative" ('coöperatief'),
"mutual" (‘onderlinge’) or "reciprocal"
(‘wederkerig’).
- 2. In case of a violation of this prohibition,
any Cooperative ('coöperatie') or Mutual Insurance Society
('onderlinge waarborgmaatschappij') may claim in court that the
offender refrains from using the prohibited term in the conduct of his
business, on payment of a penalty for each violation of which the amount
is to be set by court.
Section 2.3.2. The supervisory
board of a large Cooperative and large Mutual Insurance Society
Article 2:63a Definition of ‘dependent company’
In this Section (Section 2.3.2), a 'dependent company' means:
a. a legal person to which the Cooperative
('coöperatie') or Mutual Insurance Society ('onderlinge
waarborgmaatschappij') or one of its dependent companies has provided,
for its own account, either solely or jointly, at least one half of the
issued capital.
b. a commercial partnership of which an enterprise
is registered in the commercial register and in which the Cooperative
('coöperatie') or Mutual Insurance Society ('onderlinge
waarborgmaatschappij') participates as a partner who is fully liable
towards the creditors of that commercial partnership for all debts.
Article 2:63b Mandatory registrations at the commercial register; ‘large’-criteria
- 1. A Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
to which paragraph 2 applies, must within two months after the date on
which its General Meeting has adopted the annual accounts, file a declaration
with the commercial register in which is stated that the Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
meets the requirements of paragraph 2. Until Article 2:63c becomes applicable,
the Board of Directors mentions in all subsequent annual reports the moment
on which that declaration was filed; if the declaration is removed from
the commercial register, then this will be mentioned in the first annual
report that is made after the removal.
- 2. The obligation to file a declaration
as meant in paragraph 1, exists:
a. when the legal person’s equity (total
assets minus liabilities) according to the balance sheet with notes amounts
up to at least a level set for this purpose by Royal Decree [as of 1 September
2000 this level is set at € 13,000,000];
b. when the legal person or a dependent company
is obliged, pursuant to law, to establish a Works Council, and;
c. when the legal person and its dependent
companies jointly employ on average at least one hundred employees in
the Netherlands.
- 3. Not more than once every two years the
level mentioned in paragraph 2, under point (a), is increased or decreased
in proportion to the movements of a price index set by Order in Council
and as of a date set by that Order in Council; it will be rounded to the
nearest one million Euros. The level will not be re-established as long
as the level, calculated on the basis of the price index without application
of any rounding off, differs less than one million Euro from the last
fixed level.
- 4. In paragraph 2, under point (b), the term
‘equity’ (total assets minus liabilities) means, as far as
it is related to a limited partnership (‘commanditaire vennootschap’):
the total of the contribution which is made or still has to be made by
limited partners in dependent companies that are a limited partnership
themselves, as far as this does not lead to any double counting.
Article 2:63c Mandatory application of the statutory two-tier structure
- 1. Articles 2:63f up to and including 2:63j
apply to a legal person with regard to which a declaration as referred
to in Article 2:63b has been registered in the commercial register for
three continuous years. This period is deemed not to be interrupted if
a removal of the declaration, which had occurred wrongfully during that
period, has been made undone.
- 2. The removal of the registration on the
ground that the legal person no longer meets the requirements of Article
2:63b, paragraph 2, shall only end the applicability of Articles 2:63f
up to and including 2:63j when three years have passed since that removal,
without any obligation for the legal person to file such a declaration
once again in the meantime.
- 3. The Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
brings its articles of incorporation in agreement with Articles 2:63f
up to and including 2:63j, which must be accomplished at the latest on
the date as of which these Articles become applicable pursuant to paragraph
1.
Article 2:63d Holding companies and dispensations
- 1. Articles 2:63f up to and including 2:63j
do not apply to a legal person that limits its activities exclusively
or almost exclusively to the provision of management and financing services
to its dependent companies and to other legal persons in which itself
or its dependent companies participate as referred to in Article 2:24c,
provided that the employees of Dutch dependant companies are represented
in a Works Council which has the powers meant in Articles 2:158 and 2:268.
- 2. The Minister of Justice may, after consultation
of the Economic and Social Council (‘Sociaal-Economische Raad’
or ‘SER’), grant a Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
relief from one or more obligations imposed by Articles 2:63f up to and
including 2:63j. When such a relief is granted, conditions and other obligations
may be attached to it. Such a relief may be amended or revoked.
Article 2:63e Voluntary application of the statutory two-tier structure
A Cooperative ('coöperatie') or Mutual Insurance Society
('onderlinge waarborgmaatschappij') to which Article 2:63c does
not apply, may in its articles of incorporation specify that Articles
2:63f up to and including 2:63j shall apply accordingly to the appointment
and dismissal of its Supervisory Directors and to the responsibilities
and powers of its Supervisory Board, provided that the Cooperative ('coöperatie')
or Mutual Insurance Society ('onderlinge waarborgmaatschappij')
or a dependent company has established a Works Council to which the provisions
of the Works Council Act apply. Such a specification in the articles of
incorporation loses its validity as soon as the Works Council no longer
exists or the provisions of the Works Council Act no longer apply to that
Works Council.
Article 2:63f Appointment of Supervisory Directors
- 1. A large Cooperative ('coöperatie')
and a large Mutual Insurance Society ('onderlinge waarborgmaatschappij')
must have a Supervisory Board.
- 2. The Supervisory Directors shall be appointed,
except in a situation as referred to in paragraph 8, by the General Meeting
upon a nomination by the Supervisory Board, as far as the appointment
has not already been made under the articles of incorporation or prior
to the moment on which the present Article became applicable to the legal
person.
- 3. The Supervisory Board consists of at least
three members [this must all be natural persons]. Where its number of
members is less than three, the Supervisory Board shall, without delay,
take measures to complement the number of members.
- 4. The General Meeting, the Works Council
and the Board of Directors may recommend certain persons to the Supervisory
Board to be nominated as Supervisory Director. The Supervisory Board shall
inform them in time if, and for what reason, a vacancy in the Supervisory
Board has to be filled.
- 5. With due observance of Article 2:57a,
paragraph 2, the Supervisory Board shall announce the name of the nominated
person to the Works Council and the General Meeting.
- 6. The General Meeting shall appoint the
nominated person, unless the Works Council, within two months after the
announcement, or the General Meeting itself in its first meeting after
the two-months period, objects to the nomination:
a. on the ground that the provisions of paragraph
4, second sentence, or paragraph 5, have not been properly observed;
b. on the ground that it is to be expected
that the nominated person is incapable to perform the duties of a Supervisory
Director, or;
c. on the ground that it is to be expected
that the Supervisory Board, after an appointment in agreement with the
nomination, shall not be composed properly.
- 8. Despite of the objection of the Works
Council, the nominated candidate shall be appointed if the Enterprise
Chamber ('Ondernemingskamer') of the Amsterdam Court of Appeal
has declared this objection to be unfounded upon the request of a representative
who has been designated for this purpose by the Supervisory Board. Where
the General Meeting has made an objection or where the nominated candidate
was not appointed at a meeting convened to this end, the Enterprise Chamber
('Ondernemingskamer') shall appoint this candidate as Supervisory
Director upon the request of the before mentioned representative, unless
it regards the objection of the General Meeting to be valid.
- 9. A defence may be conducted by a representative
designated for this purpose by the General Meeting or the Works Council
that made the objection referred to in paragraph 6.
- 10. No appeal or legal action is available
against the decision of the Enterprise Chamber ('Ondernemingskamer').
The Enterprise Chamber ('Ondernemingskamer') is not able to give
a decision on the costs of proceedings.
- 11. For the purposes of the present Article,
by a ‘Works Council’ is understood the Works Council of the
enterprise of the legal person or its dependent company. In the event
that there are two or more Works Councils, then each of them has equal
powers. Where a Central Works Council has been established for the involved
enterprise or enterprises, the powers granted under the present Article
to the Works Council shall belong to the Central Works Council. The Works
Council shall not take a decision as meant in the present Article until
it has discussed the matter at least once with the legal person.
Article 2:63g Appointment of Supervisory Directors when Supervisory Directors
are absent
- 1. When there are no Supervisory Directors
at all, the Works Council and the Board of Directors may recommend persons
to the General Meeting to be appointed as Supervisory Director. The one
who convenes the General Meeting, shall notify the Works Council and Board
of Directors in time that the appointment of Supervisory Directors will
be the subject of considerations at the meeting.
- 2. The appointment shall be effective unless
the Works Council, within two months after it has received the announcement
in which the name of the to be appointed person is stated in accordance
with Article 2:63f, paragraph 5, has filed an objection with the legal
person. Despite of this objection, the appointment shall take effect if
the Enterprise Chamber ('Ondernemingskamer') of the Amsterdam
Court of Appeal has declared this objection to be unfounded upon the request
of a representative who has been designated for this purpose by the General
Meeting.
- 3. Article 2:63f, paragraph 10 and 11, shall
apply accordingly.
Article 2:63h Incompatibility of positions
- 1. The position of Supervisory Director
cannot be held by:
a. persons employed by the legal person;
b. persons employed by a dependent company
of the legal person;
c. the Directors of and the persons employed
by an employees’ organization (labour union) which is regularly
involved at determining the conditions of employment of the persons referred
to under (a) and (b).
- 2. The articles of incorporation may provide,
for a maximum of two thirds of the number of Supervisory Directors, that
the Supervisory Directors are to be appointed from a group to which at
least the members of the legal person belong.
Article 2:63i Resignation, dismissal and suspension
- 1. A Supervisory Director shall resign at
the latest on the day on which he has been a Supervisory Director for
four years since his last appointment. This period may be extended in
the articles of incorporation up until the day of the first General Meeting
after the expiration of the four-years period or up until the day of the
first General Meeting after the day on which the present Article became
applicable to the legal person.
- 2. The Enterprise Chamber ('Ondernemingskamer')
of the Amsterdam Court of Appeal may, upon request, dismiss a Supervisory
Director for neglecting his duties or for other compelling reasons, or
because of a severe change of circumstances as a result of which it reasonably
cannot be expected of the legal person to accept that the Supervisory
Director keeps his position. The request may be lodged by a representative
designated for this purpose by the Board of Directors, the General Meeting
or the Works Council. Article 2:63f, paragraph 11, applies accordingly.
- 3. A Supervisory Director can be suspended
only by the Supervisory Board. The suspension expires by operation of
law if no request as meant in paragraph 2 has been lodged with the Enterprise
Chamber ('Ondernemingskamer') within two months after the suspension
took effect.
Article 2:63j Resolutions that need the approval of the Supervisory Board
- 1. The approval of the Supervisory Board
is required for resolutions of the Board of Directors on:
a. the issuance of debentures (debt certificates)
by the legal person;
b. the issuance of debentures (debt certificates)
by a limited partnership (‘commanditaire vennootschap’)
or general partnership (‘vennootschap onder firma’)
of which the legal person is a fully liable partner;
c. the application for the admission of debentures
(debts certificates) as meant under point (a) and (b) to a regulated market
or multilateral trading facility as referred to in Article 1:1 of the
Financial Supervision Act or to a system comparable with such regulated
markets or multilateral trading facilities in a State that is not a EU
Member State, or on the application for a withdrawal of such admission;
d. the start or termination by the legal person
or its dependent company of a long-lasting alliance (collaboration) with
another legal person or commercial partnership, or the start or termination
by the legal person or its dependent company as fully liable partner in
a limited partnership (‘commanditaire vennootschap’)
or general partnership (‘vennootschap onder firma’),
always only when such alliance (collaboration) or its termination is of
fundamental importance for the legal person;
e. the acquisition of a participating interest
with a value of at least one-quarter of the amount of the legal person’s
equity (total assets minus liabilities), to be determined according to
its balance sheet with explanatory notes, by the legal person itself or
by a dependant company, in the capital of a Corporation ('vennootschap'),
and on any significant increase or decrease of such participating interest;
f. investments which require an amount equal
to one-quarter of the equity (total assets minus liability) of the legal
person, to be determined according to its balance sheet and explanatory
notes;
g. a proposal to amend the articles of incorporation
of the legal person;
h. a proposal to dissolve the legal person;
i. a declaration of bankruptcy (‘faillissement’)
or an application for an official moratorium on payment (‘surséance
van betaling’) for the legal person itself;
j. the termination of the employment agreements
of a substantial number of employees of the legal person or a dependent
company, to be effectuated either simultaneously or within a short period
of time;
k. a significant change in the conditions of
employment of a substantial number of employees of the legal person or
a dependent company.
- 2. The absence of the Supervisory Board’s
approval on a resolution as referred to in paragraph 1, does not affect
the authority of representation of the Board of Directors or the Directors.
- 3. A resolution of the legal person as referred
to in paragraph 1, under point (d), (e), (f), (j) and (k), shall always
require some resolution of the Board of Directors [this to ensure that
it is not possible to go around the approval of the Supervisory Board
by delegating the power to pass those resolutions to other bodies of the
legal person].
Section 2.3.3 Appeal [repealed on 01-01-2013]
Article 2:63k [repealed on 1 January 2013]
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