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?
More information on starting a company in the Netherlands can be found at our website www.startingabusinessnl.com.
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.
A legal entity, such as a BV, NV, association or foundation, can take part in economic transactions only if it is represented by natural persons. These are generally the directors.
The directors conclude contracts on behalf of the legal entity. If the company does not fulfill the agreements made in these contracts or causes damage, the company can be held responsible. Not the directors. However, in certain cases directors can be held personally liable. Externally by third parties, or internally by the company itself.
In return for their investment in your company, shareholders get a stake in your company. This stake provides them with certain rights and powers.
Rights of shareholders:
Powers of shareholders:
Is part of your company in financial difficulties, but are there parts that are still profitable? Then you may be able to save these parts. To this end, the profitable subsidiaries of the group have to be placed in another, new group. The non-profitable parts remain in the old group, which is liquidated. The new group, in which the healthy subsidiaries were placed, can be continued.
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.
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.
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.
On the departure of a statutory director/shareholder, any participation in the company must also be settled. Then a discussion may arise about the value of this participation, depending on whether the director counts as a good leaver or bad leaver. What should companies and directors pay attention to when interpreting a leaver arrangement?
Within a company, disputes regularly arise between shareholders and/or directors. This can create situations that endanger the company. To resolve such problems, inquiry proceedings were created in the Netherlands. What do these proceedings entail?
Expedited liquidation is a quick way to terminate a legal entity. However, the scheme was also abused, disadvantaging creditors. A new law should prevent this. What requirements does an expedited liquidation have to meet from now on? And what options do creditors have to collect their claims?
