Corporate law

By entrepreneurs for entrepreneurs

Russell Advocaten assists you in all facets of your day-to-day business operations. Whether it concerns the corporate structure of your business, disputes with shareholders, or directors’ or supervisory directors’ liability, our specialized lawyers have extensive experience and enjoy an excellent reputation.

Boardroom counseling
Russell Advocaten is highly experienced in providing boardroom advice. We advise both management and supervisory bodies (AvA, RvC, RvA, RvT). Our strategy is to avoid problems by offering our ideas to directors and supervisors and to prevent legal proceedings unless there is no other solution.

Do you need advice on any of the following?

  • Incorporation / corporate structure change of a BV/NV or partnership
  • Structure (in accordance with the articles of association)
  • Restructuring
  • Corporate governance
  • Corporate litigation
  • Right to institute an inquiry, dispute settlement procedure
  • Directors’ and officers’ liability (D&O)
  • Share issue and share transfer
  • Participation
  • Banking law and securities
  • Insolvency/Bankruptcy
  • Demerger
  • Joint venture
  • Merger and takeover, acquisitionCompetition
  • Supervisory board (RvC)
  • Director and major shareholder (dga)
  • Second opinion

More information on starting a company in the Netherlands can be found at our website www.startingabusinessnl.com.

Frequently Asked Questions

Our answers to frequently asked questions by entrepreneurs. Cannot find the answer to your question? Call us at +31 20 301 55 55 without obligation or send us an e-mail.

    • How do I set up a BV or NV?

      To start a private limited company (BV) or a public limited company (NV), you need to follow a number of steps. For example, you must have deed of incorporation drawn up and ratified, pay the minimum start-up capital into the company and register the company. The procedure for setting up a BV is very similar to the procedure for setting up an NV, but differs in one important point: the minimum start-up capital required.

      When setting up a company, it is important that the company is set up properly from the start. For example, the statutory structure and the internal cooperations must be given shape (e.g., shareholders must arrange mutual agreements in a shareholders’ agreement). To ensure that this is done correctly, it is advisable to engage a lawyer.

    • Is my company obliged to appoint supervisory directors?

      Large BVs and NVs – two-tier board companies – are obliged to appoint supervisory directors. They usually sit on a separate Supervisory Board (Raad van Commissarissen), but in a one-tier model they are non-executive members of the Board of Directors of the company. A company qualifies as a two-tier board company if it meets certain requirements.

    • When do I have to consult the works council?

      If a company has more than 50 employees, the management must ask for the advice or consent of the works council when taking a number of decisions. These include, for example, decisions on the transfer of the company or changes to a pension scheme. If the management does not ask the advice of the works council or does not (entirely) follow the advice of the works council, the works council can lodge an appeal against the decision.

Our corporate lawyers

Meet our specialists in corporate law and litigation

russell-advocaten-kantoor

Our offices

Russell Advocaten focuses on entrepreneurs, director and major shareholders, managers, supervisory board members, affluent individuals and expats. We will gladly assist you on all fronts in your daily business operations. We provide legal advice, mediate between different parties and assist you in legal proceedings.

Fees

Our hourly fees are in line with the market. Costs due to third parties under the mandate (such as charges, bailiff’s costs and court fees) will be discussed with you in advance.

In addition, we are prepared to agree on fixed rates for certain services. Following a personal meeting with you, we will determine whether your case is suitable for this as this concerns usually cases that are relatively easy to understand from a legal point of view.

No legal aid (Raad voor Rechtsbijstand)

We do not provide state funded legal assistance, what is referred to as “toevoeging”. You can find out whether you are eligible for a “toevoeging” on the website of the Raad voor Rechtsbijstand: www.rvr.org.

Litigation

Corporate law news

Our lawyers regularly publish blogs, newsletters, articles and books on corporate law. We also regularly organize seminars and workshops for entrepreneurs. Below you will find an overview of our publications and events.

  • Corporate law

Is a management agreement an employment contract or a contract for services?

26 August 2021

Do the new rules of the Supreme Court for the assessment of employment contracts also have consequence for management agreements? Case law has not decided yet. This can be seen from the judgments of the Arnhem-Leeuwarden Court of Appeal and the District Court of Midden-Nederland about the management agreement of the CFO of Volksbank.

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  • Corporate law

Good governance: The advisory capacity of directors and members of the supervisory board

28 June 2021

Directors and members of the supervisory board support shareholders in an advisory capacity. From 1 July 2021 this also applies to directors and supervisory board members of associations, foundations and cooperatives. What are the consequences if the shareholders make decisions disregarding this advisory role?

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  • Works Council
  • Corporate law

Management and Supervision of Legal Entities Act: What are the changes?

23 June 2021

On 10 November 2020, the Dutch Senate adopted the bill on the management and supervision of legal entities. This affects all associations and foundations, but, above all, nonprofit organizations. As an officer of a sports club, are you now more likely to be liable? Do you have to meet additional requirements when you are a member of the supervisory board of a school?

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  • Works Council
  • Employment law and dismissal

Works council

4 May 2021

Is there already a works council in your company? Are you a member of your company’s works council? What are the advantages of having a works council in your company? Jan Dop and Priscilla C.X. de Leede explain the role of the works council and give an overview of the works council’s most important rights.

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  • Expats
  • Administrative law and the environment

The Netherlands: Gateway to Europe

3 May 2021

The Netherlands likes to present itself as “the gateway to Europe.” And not without reason: excellent travel connections (Schiphol Amsterdam Airport and Rotterdam Seaport) and a highly educated population speaking several languages.

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  • Corporate law

Do you have to amend your articles of association due to the new Management and Supervision of Legal Entities Act?

15 April 2021

The Management and Supervision of Legal Entities Act will enter into force on 1 July 2021. How does this affect the articles of association of your foundation, association or cooperative association?

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  • Corporate law

250-day cooling-off period for listed companies

30 March 2021

Management Boards of listed companies get a new tool to protect the company against unwanted shareholder activism or an impending (hostile) takeover. The possibility of invoking a 250-day cooling-off period is introduced. What does this cooling-off period entail exactly?

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  • Expats
  • Employment law and dismissal

Watch our webinar “COVID-19: Reorganization, Job Loss & Stay”

30 March 2021

We have hosted a special webinar “COVID-19: Reorganization, Job Loss & Stay” in cooperation with IN Amsterdam on 23 March. During the webinar, we discussed issues that employers and international employees face due to the impact of the coronavirus. Watch the video today!

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