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]

[prior Title