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

Doing Good Well

13 January 2022

The partners at Russell Advocaten have been on boards of various charities for many years. We have started several initiatives for the professionalization of charitable work. In this article, I will discuss three of them: the post-graduate course Governing Charitable Funds, the survey of charity law in the Netherlands I have written, and finally how we can help charities that want to become active in the Netherlands and other European countries.

read on
  • IT and ICT
  • Employment law and dismissal

What will change for entrepreneurs and employers in 2022?

21 December 2021

Like every year, 2022 will start with a number of changes in laws and regulations. We have listed the most important changes for entrepreneurs and employers in this blog.

read on
  • Corporate law

Sanctions for non-compliance with women’s quota on supervisory boards

17 December 2021

From 1 January 2022, at least one-third of the members of the supervisory board of a listed company must be women. Large companies must set targets in order to achieve a more balanced ratio of men and women in top positions.

read on
  • Fashion and luxury
  • Employment law and dismissal

Support measures during partial lockdown

16 December 2021

With the new lockdown, the government support measures for entrepreneurs are back. Which measures can you apply for when your company suffers a loss in turnover due to the coronavirus measures?

read on
  • Works Council
  • Employment law and dismissal

More protection for whistleblowers

14 December 2021

17 December 2021 at the latest, the European Directive for the protection of whistleblowers must be implemented by the Member States. What changes does this Directive bring? What do these changes mean for you and your organisation? Is your whistleblower policy still up to date?

read on
  • IT and ICT
  • Corporate law

How private are the UBO data?

9 December 2021

Before 27 March 2022, legal entities must register in the Commercial Register which natural persons are the ultimate beneficial owners. But what about your privacy as a UBO? What measures are in place to protect it?

read on
  • Liability

Charity directors sooner liable

24 November 2021

The Act on Management and Supervision of Legal Entities (Wbtr) entered into force on 1 July 2021. Under this Act, charity directors may be sooner liable. What has changed?

read on
  • Employment law and dismissal

Dismissal of foundation director under the Act on Management and Supervision of Legal Entities

28 October 2021

On 1 July 2021, the Act on Management and Supervision of Legal Entities entered into force. What has changed for foundation directors? What is their legal position now?

read on