Book 2 Dutch Civil Code
Legal persons

• Title 2.1 General provisions
  (Articles 1 - 25)
  • Article 2:1 Public legal persons
  • Article 2:2 Churches and other religious communities
  • Article 2:3 Private legal persons
  • Article 2:4 Defective formation and (property of) non-existing legal persons
  • Article 2:5 Equalisation of legal persons with natural persons
  • Article 2:6 Publication of information and consequences of a lack of publication
  • Article 2:7 Lack of power to act for the legal person itself (ultra vires doctrine)
  • Article 2:8 Reasonableness and fairness within the organisation of the legal person
  • Article 2:9 Performance of tasks and liability of Directors
  • Article 2:10 Bookkeeping
  • Article 2:10a Accounting year
  • Article 2:11 Liability of a legal person in its capacity as Director of another legal person
  • Article 2:12 Denial of voting rights in the articles of incorporation
  • Article 2:13 Validity of votes; voting result
  • Article 2:14 Null and void resolutions; ratification
  • Article 2:15 Voidable resolutions
  • Article 2:16 Effect of the nullity or nullification of a resolution; protection of third persons
  • Article 2:17 Duration of the existence of a legal person
  • Article 2:18 Conversion of legal persons
  • Article 2:19 Dissolution of a legal person
  • Article 2:19a Dissolution of a legal person by the Chamber of Commerce
  • Article 2:20 Prohibited legal persons
  • Article 2:21 Dissolution of a legal person by the court
  • Article 2:22 Fiduciary administration of property
  • Article 2:22a Court order temporarily taking away the shareholder's power to alienate or encumber shares
  • Article 2:23 Liquidator
  • Article 2:23a Powers, duties and liabilities of a liquidator
  • Article 2:23b Surplus in case of a winding up
  • Article 2:23c Ending an reopening of the winding up
  • Article 2:24 Duty to keep (store) the books, documents and other data storage media
  • Article 2:24a Definition of a ‘subsidiary’
  • Article 24b Definition of a ‘group’
  • Article 24c Definition of a ‘participating interest’
  • Article 24d Assessment of a quorum
  • Article 25 Mandatory law
• Title 2.2 Associations
  (Articles 26 - 52)
  • Article 2:26 Definition of a normal ‘Association’
  • Article 2:27 The notarial deed of incorporation
  • Article 2:28 Articles of incorporation embodied in a notarial deed
  • Article 2:29 Registration in the commercial register
  • Article 2:30 ‘Informal Association’ with limited legal capacity to acquire property
  • Article 2:31 [repealed]
  • Article 2:32 [repealed]
  • Article 2:33 Admission of members
  • Article 2:34 Membership is personal (not freely transferable)
  • Article 2:34a Obligations attached to membership
  • Article 2:35 Ending of membership; removal of a member
  • Article 2:36 Termination of membership
  • Article 2:37 Appointment, suspension and dismissal of Directors
  • Article 2:38 General Meeting; participation; right to vote
  • Article 2:39 Council of Members (delegates); referendum
  • Article 2:40 Duty and powers of the General Meeting; passing a resolution outside a convened General Meeting
  • Article 2:41 The convening of a General Meeting
  • Article 2:41a Sections of an Association
  • Article 2:42 Amendment of the articles of incorporation; proposal to dissolve the Association
  • Article 2:43 Formalities for the amendment of the articles of incorporation (and the dissolution of the Association)
  • Article 2:44 Duties and powers of the Board of Directors
  • Article 2:45 Authority to represent the Association
  • Article 2:46 Rights and obligations stipulated by the Association for account of its members
  • Article 2:47 Conflict of interests between the Association and a Director or Supervisory Director
  • Article 2:48 Financial statements and annual accounts
  • Article 2:49 Annual accounts and annual report of an Association with a so called ‘large enterprise’
  • Article 2:50 Availability of the financial statements and annual accounts
  • Article 2:50a Liability of Directors and Supervisory Directors in case of a bankruptcy of the Association
  • Article 2:51 Required registrations in case of a bankruptcy or an official moratorium on payment
  • Article 2:52 Written articles of incorporation required for a derogation from the statutory provisions of Title 2.2
• Title 2.3 Cooperatives and Mutual Insurance Societies
  (Articles 53 - 63j)
  • Section 2.3.1 General provisions (53-63)
    • Article 2:53 Definition of a ‘Cooperative’
    • Article 2:53a Applicability of the provisions of Title 2.2 to Cooperatives and Mutual Insurance Societies
    • Article 2:54 Formation of a Cooperative or Mutual Insurance Society
    • Article 2:54a [repealed]
    • Article 2:55 Liability of members and former members for deficits of the legal person
    • Article 2:56 Exclusion or limitation of the obligation to contribute to a deficit
    • Article 2:57 Supervisory Board
    • Article 2:57a Appointment of Supervisory Directors
    • Article 2:58 Annual accounts and annual report
    • Article 2:59 Making a change in contracts concluded with the members
    • Article 2:60 Conditions for a resignation from membership
    • Article 2:61 Specific provisions for a Cooperative
    • Article 2:62 Specific provisions for a Mutual Insurance Cociety
    • Article 2:63 Prohibition to misuse the terms ‘cooperative’, ‘mutual’ and ‘reciprocal’
  • Section 2.3.2. The Supervisory Board of a large Cooperative and large Mutual Insurance Society (63a-63j)
    • Article 2:63a Definition of ‘dependent company’
    • Article 2:63b Mandatory registrations at the commercial register; ‘large’-criteria
    • Article 2:63c Mandatory application of the statutory two-tier structure
    • Article 2:63d Holding companies and dispensations
    • Article 2:63e Voluntary application of the statutory two-tier structure
    • Article 2:63f Appointment of Supervisory Directors
    • Article 2:63g Appointment of Supervisory Directors when Supervisory Directors are absent
    • Article 2:63h Incompatibility of positions
    • Article 2:63i Resignation, dismissal and suspension
    • Article 2:63j Resolutions that need the approval of the Supervisory Board
• Title 2.4 Open Corporations (public limited companies)
  (Articles 64 - 174a)
  • Section 2.4.1 General provisions (64-78a)
    • Article 2:64 Definition of an 'Open Corporation'; formation
    • Article 2:65 Dutch language; written procuration
    • Article 2:66 Content of the deed of incorporation
    • Article 2:67 Content of the articles of incorporation
    • Article 2:67a Conversion of amounts into Euros
    • Article 2:67b Change of the amount of the shares in derogation from Article 2:67a
    • Article 2:67c Denomination in guilders and the use of an equivalent amount in Euros
    • Article 2:68 Declaration of no objection of the Minister of Justice
    • Article 2:69 Registration in the commercial register
    • Article 2:70 [repealed]
    • Article 2:71 Conversion of an Open Corporation into a legal person of a different type
    • Article 2:72 Conversion of a legal person of another type into an Open Corporation
    • Article 2:73 [repealed]
    • Article 2:74 Dissolution of an Open Corporation
    • Article 2:75 Mentioning of the name and domicile; mentioning of the issued share capital and the paid up part thereof
    • Article 2:76 [repealed]
    • Article 2:76a Definition of an 'Investment Company with Variable Capital'
    • Article 2:77 'Office of the commercial register'
    • Article 2:78 'Issued part of the authorized share capital'
    • Article 2:78a 'Body of the Corporation'
  • Section 2.4.2 The shares (79-92a)
    • Article 2:79 Definition of 'shares' and 'fractional shares'
    • Article 2:80 Obligation to pay up the issued shares
    • Article 2:80a Payment for allotted shares in (foreign) currency
    • Article 2:80b Contributions other than money
    • Article 2:81 No other obligation than to pay up the nominal amount
    • Article 2:82 Registered shares (shares to name) and shares to bearer
    • Article 2:83 Protection of third persons who afterwards have acquired a share in good faith
    • Article 2:84 Power of the liquidator and bankruptcy liquidator
    • Article 2:85 Register of shareholders
    • Article 2:86 Issuance and transfer of registered shares and limited property rights in such shares
    • Article 2:86a Effect of a transfer towards the corporation and third persons
    • Article 2:86b Formal requirements for an acknowledgement by or an official service on the Corporation
    • Article 2:86c Transfer of registered shares in a Corporation whose shares are traded on the stock exchange
    • Article 2:86d Duplicate of a certificate of a share to bearer
    • Article 2:87 Restrictions on the transferability of shares
    • Article 2:87a Obligation of a shareholder to offer and transfer his shares to someone else
    • Article 2:87b Quality requirements for a shareholder
    • Article 2:88 Encumbrance of shares with a usufruct
    • Article 2:89 Encumbrance of shares with a pledge
    • Article 2:89a Corporation itself acquires a pledge on its own shares
    • Article 2:90 Liability of previous shareholders
    • Article 2:91 [repealed]
    • Article 2:91a Information duty when a shareholder holds the entire share capital of the Corporation
    • Article 2:92 Equal rights for shareholders (and holders of depository receipts)
    • Article 2:92a Buy out of minority shareholders
  • Section 2.4.3 The capital of an Open Corporation (93-106)
    • Article 2:93 Juridical acts performed in the name of a still to be formed Open Corporation
    • Article 2:93a Bank declaration
    • Article 2:94 Juridical acts that may be burdensome for the Open Corporation
    • Article 2:94a Valuation of a contribution in kind made to the Corporation upon its formation
    • Article 2:94b Valuation of a contribution in kind made to the Corporation after its formation
    • Article 2:94c Acquisition of assets from the founders of the Corporation
    • Article 2:94d [repealed]
    • Article 2:95 Corporation is not allowed to subscribe for its own shares
    • Article 2:96 Power to issue new shares
    • Article 2:96a Pre-emptive subscription right of shareholders
    • Article 2:96b Exemption for Investment Companies
    • Article 2:97 Allotment of shares for a smaller amount than the announced amount of issuance
    • Article 2:98 Acquisition by an Open Corporation of its own shares
    • Article 2:98a Legal effects of an unlawful acquisition by the Corporation of its own shares
    • Article 2:98b Shares in the Corporation acquired in the name of another person for account of the Corporation
    • Article 2:98c Prohibitions for the Corporation in connection with the taking or acquisition of its own shares by others
    • Article 2:98d Acquisition of shares in the Corporation by its subsidiaries
    • Article 2:99 Reduction of the Corporation’s capital
    • Article 2:100 Publication requirements regarding a reduction of the Corporation’s capital
    • Article 2:101 Annual accounts and annual report
    • Article 2:102 Inspection of the annual accounts at the office of the Corporation
    • Article 2:103 [repealed]
    • Article 2:104 Writing off of deficits from the reserves
    • Article 2:105 Distribution of profits
    • Article 2:106 [repealed]
  • Section 2.4.4 The General Meeting (107-128)
    • Article 2:107 Powers of the General Meeting
    • Article 2:107a Resolutions that need the approval of the General Meeting
    • Article 2:108 At least one General Meeting each year
    • Article 2:108a Meeting when the Corporation's equity has decreased dramatically
    • Article 2:109 Convening the General Meeting
    • Article 2:110 Authorization of the court to convene a General Meeting
    • Article 2:111 Formal requirements the obtain the authorization of the court
    • Article 2:112 Power of an individual shareholder to convene a General Meeting
    • Article 2:113 Formalities for a convening notice
    • Article 2:114 Content of a convening notice
    • Article 2:114a Request of shareholders to consider a specific subject at the General Meeting
    • Article 2:115 Minimum period for a convening notice
    • Article 2:116 Place where a General Meeting is to be held
    • Article 2:117 Rights of shareholders at the General Meeting
    • Article 2:117a Attending the General Meeting through electronic means of communication
    • Article 2:117b Exercising voting rights by electronic means prior to the General Meeting
    • Article 2:118 Right to vote at the General Meeting; number of votes to be cast
    • Article 2:118a Right to vote of holders of depository receipts for shares in an Open Corporation listed on a stock market
    • Article 2:119 Persons pointed out as persons having the right to vote or to attend the General Meeting
    • Article 2:120 Majority of votes; quorum
    • Article 2:121 Amendment of the articles of incorporation
    • Article 2:121a Resolution to convert an amount specified in guilders into Euros
    • Article 2:122 Amendment of the articles of incorporation and the protection of third persons
    • Article 2:123 Announcement of a proposal to amend the articles of incorporation
    • Article 2:124 Amendment must be included in a notarial deed
    • Article 2:125 Declaration of no objection of the Minister of Justice
    • Article 2:126 Amended articles of incorporation are to be deposited at the commercial register
    • Article 2:127 Amendment of the articles of incorporation during bankruptcy
    • Article 2:128 Shareholders passing resolutions outside a General Meeting
  • Section 2.4.5 The Board of Directors of an Open Corporation and the supervision of the Board of Directors (129-151)
    • Article 2:129 Tasks and powers of the Board of Directors
    • Article 2:130 Power of representation
    • Article 2:131 Jurisdiction in relation to the (employment) contract between the Corporation and its Director
    • Article 2:132 Appointment of Directors
    • Article 2:133 Nomination of candidates who might be appointed as Director
    • Article 2:134 Suspension or removal of a Director
    • Article 2:135 Remuneration policy with regard to Directors
    • Article 2:136 Request for a bankruptcy order for the Open Corporation
    • Article 2:137 Written record of juridical acts performed between the Corporation and its sole shareholder
    • Article 2:138 Liability of the Directors in the event of a bankruptcy of the Open Corporation
    • Article 2:139 Liability of Directors for giving misleading annual accounts and figures
    • Article 2:140 Supervisory Board
    • Article 2:141 Duty of the Board of Directors to inform the Supervisory Board
    • Article 2:142 Appointment of the members of the Supervisory Board
    • Article 2:143 Supervisory Directors appointed by others than the General Meeting
    • Article 2:144 Suspension or removal of Supervisory Directors
    • Article 2:145 Remuneration for Supervisory Directors
    • Article 2:146 Conflict of interest between the Corporation and one of more of its Directors
    • Article 2:147 Suspension of a Director by the Supervisory Board
    • Article 2:148 [repealed]
    • Article 2:149 Jurisdiction of the District Court; liability of Supervisory Directors
    • Article 2:150 Liability of Supervisory Directors for giving misleading annual accounts
    • Article 2:151 Performance of managerial acts by others than Directors
  • Section 2.4.6 The Supervisory Board of a large Open Corporation (152-165)
    • Article 2:152 Definitions
    • Article 2:153 Mandatory registrations at the commercial register; ‘large’-criteria
    • Article 2:154 Mandatory application of the statutory two-tier structure
    • Article 2:155 First exception regarding the applicability of the statutory two-tier structure
    • Article 2:155a Second exception regarding the applicability of the statutory two-tier structure
    • Article 2:156 Dispensation on the statutory two-tier structure
    • Article 2:157 Voluntary application of the statutory two-tier structure
    • Article 2:158 Appointment of Supervisory Directors
    • Article 2:159 Appointment of Supervisory Directors when Supervisory Directors are absent
    • Article 2:160 Incompatibility of positions
    • Article 2:161 Resignation, dismissal and suspension of Supervisory Directors
    • Article 2:161a Loss of confidence in the Supervisory Board
    • Article 2:162 Appointment of the members of the Board of Directors
    • Article 2:163 [repealed]
    • Article 2:164 Resolutions that need the approval of the Supervisory Board
    • Article 2:165 [repealed]
  • Section 2.4.7 Dissolution of an Open Corporation (166-174)
    • Article 2:166 [repealed]
    • Article 2:167 [repealed]
    • Article 2:168 [repealed]
    • Article 2:169 [repealed]
    • Article 2:170 [repealed]
    • Article 2:171 [repealed]
    • Article 2:172 [repealed]
    • Article 2:173 [repealed]
    • Article 2: 174 [repealed]
  • Section 2.4.8 Appeal (174a)
    • Article 174a Appeal against some decisions of the Minister of Justice
• Title 2.5 Closed Corporations (private limted companies)
  (Articles 175 - 284a)
  • Section 2.5.1 General provisions (175-189a)
    • Article 2:175 Definition of a 'Closed Corporation'; formation
    • Article 2:176 Dutch language; written procuration
    • Article 2:177 Content of the deed of incorporation
    • Article 2:178 Content of the articles of incorporation
    • Article 2:178a Conversion of amounts into Euros
    • Article 2:178b Change of the amount of the shares in derogation from Article 2:178a
    • Article 2:178c Denomination in guilders and the use of an equivalent amount in Euros
    • Article 2:179 Declaration of no objection of the Minister of Justice
    • Article 2:180 Registration in the commercial register
    • Article 2:181 Conversion of a Closed Corporation into a legal person of a different type
    • Article 2:182 [repealed]
    • Article 2:183 Conversion of a legal person of another type into a Closed Corporation
    • Article 2:184 [repealed]
    • Article 2:185 Dissolution of a Closed Corporation
    • Article 2:186 Mentioning of the name and domicile; mentioning of the issued share capital and the paid up part thereof
    • Article 2:187 [repealed]
    • Article 2:188 'Office of the commercial register'
    • Article 2:189 'Issued part of the authorized share capital'
    • Article 2:189a 'Body of the Corporation'
  • Section 2.5.2 The shares (190-202)
    • Article 2:190 Definition of 'shares'
    • Article 2:191 Obligation to pay up the issued shares
    • Article 2:191a Payment for allotted shares in (foreign) currency
    • Article 2:191b Contributions other than money
    • Article 2:192 No other obligation than to pay up the nominal amount
    • Article 2:193 Power of the liquidator and bankruptcy liquidator
    • Article 2:194 Register of shareholders
    • Article 2:195 Restriction on transfer of shares
    • Article 2:195a Obligation of a shareholder to offer and transfer his shares to someone else
    • Article 2:195b Quality requirements for a shareholder
    • Article 2:196 Issuance and transfer of registered shares and limited property rights in such shares
    • Article 2:196a Effect of a transfer towards the Corporation and third persons
    • Article 2:196b Formal requirements for an acknowledgement by or an official service on the Corporation
    • Article 2:197 Encumbrance of shares with a usufruct
    • Article 2:198 Encumbrance of shares with a pledge
    • Article 2:199 Liability of previous shareholders
    • Article 2:200 [repealed]
    • Article 2:201 Equal rights for shareholders (and holders of depository receipts)
    • Article 2:201a Buy out of minority shareholders
    • Article 2:202 No issuance of bearer depository receipts
  • Section 2.5.3 The capital of a Closed Corporation (203-216)
    • Article 2:203 Juridical acts performed in the name of a still to be formed Closed Corporation
    • Article 2:203a Bank declaration
    • Article 2:204 Juridical acts that may be burdensome for the Closed Corporation
    • Article 2:204a Valuation of a contribution in kind made to the Corporation upon its formation
    • Article 2:204b Valuation of a contribution in kind made to the Corporation after its formation
    • Article 2:204c Acquisition of assets from the founders of the Corporation
    • Article 2:205 Corporation is not allowed to subscribe for its own shares
    • Article 2:206 Power to issue new shares
    • Article 2:206a Pre-emptive subscription right of shareholders
    • Article 2:207 Acquisition by a Closed Corporation of its own shares
    • Article 2:207a Legal effects of an unlawful acquisition by the Corporation of its own shares
    • Article 2:207b Shares in the Corporation subscribed for or acquired in the name of another person for account of the Corporation
    • Article 2:207c Prohibitions for the Corporation in connection with the taking or acquisition of its own shares by others
    • Article 2:207d Acquisition of shares in the Corporation by its subsidiaries
    • Article 2:208 Reduction of the Corporation’s capital
    • Article 2:209 Publication requirements regarding a reduction of the Corporation’s capital
    • Article 2:210 Annual accounts and annual report
    • Article 2:211 [repealed]
    • Article 2:212 Inspection of the annual accounts at the office of the Corporation
    • Article 2:213 [repealed]
    • Article 2:214 [repealed]
    • Article 2:215 Writing off of deficits from the reserves
    • Article 2:216 Distribution of profits
  • Section 2.5.4 The General Meeting (217-238)
    • Article 2:217 Powers of the General Meeting
    • Article 2:218 At least one General Meeting each year
    • Article 2:219 Convening the General Meeting
    • Article 2:220 Authorization of the court to convene a General Meeting
    • Article 2:221 Formal requirements the obtain the authorization of the court
    • Article 2:222 Power of an individual shareholder to convene a General Meeting
    • Article 2:223 Formalities for a convening notice
    • Article 2:224 Content of a convening notice
    • Article 2:224a Request of shareholders to consider a specific subject at the General Meeting
    • Article 2:225 Minimum period for a convening notice
    • Article 2:226 Place where a General Meeting is to be held
    • Article 2:227 Rights of shareholders at the General Meeting
    • Article 2:227a Attending the General Meeting through electronic means of communication
    • Article 2:227b Exercising voting rights by electronic means prior to the General Meeting
    • Article 2:228 Right to vote at the General Meeting; number of votes to be cast
    • Article 2:229 [repealed]
    • Article 2:230 Majority of votes; quorum
    • Article 2:231 Amendment of the articles of incorporation
    • Article 2:231a Resolution to convert an amount specified in guilders into Euros
    • Article 2:232 Amendment of the articles of incorporation and the protection of third persons
    • Article 2:233 Announcement of a proposal to amend the articles of incorporation
    • Article 2:234 Amendment must be included in a notarial deed
    • Article 2:235 Declaration of no objection of the Minister of Justice
    • Article 2:236 Amended articles of incorporation are to be deposited at the commercial register
    • Article 2:237 Amendment of the articles of incorporation during bankruptcy
    • Article 2:238 Shareholders passing resolutions outside a General Meeting
  • Section 2.5.5 The Board of Directors of a Closed Corporation and the supervision of the Board of Directors (239-261)
    • Article 2:239 Tasks and powers of the Board of Directors
    • Article 2:240 Power of representation
    • Article 2:241 Jurisdiction in relation to the (employment) contract between the Corporation and its Director
    • Article 2:242 Appointment of Directors
    • Article 2:243 Nomination of candidates to be appointed as Director
    • Article 2:244 Suspension or removal of a Director
    • Article 2:245 Remuneration of Directors
    • Article 2:246 Request for a bankruptcy order for the Closed Corporation
    • Article 2:247 Written record of juridical acts performed between the Corporation and its sole shareholder
    • Article 2:248 Liability of the Directors in the event of a bankruptcy of the Closed Corporation
    • Article 2:249 Liability of Directors for giving misleading annual accounts and figures
    • Article 2:250 Supervisory Board
    • Article 2:251 Duty of the Board of Directors to inform the Supervisory Board
    • Article 2:252 Appointment of the members of the Supervisory Board
    • Article 2:253 Supervisory Directors appointed by others than the General Meeting
    • Article 2:254 Suspension or removal of Supervisory Directors
    • Article 2:255 Remuneration for Supervisory Directors
    • Article 2:256 Conflict of interest between the Corporation and one of more of its Directors
    • Article 2:257 Suspension of a Director by the Supervisory Board
    • Article 2:258 [repealed]
    • Article 2:259 Jurisdiction of the District Court; liability of Supervisory Directors
    • Article 2:260 Liability of Supervisory Directors for giving misleading annual accounts
    • Article 2:261 Performance of managerial acts by others than Directors
  • Section 2.5.6 The Supervisory Board of a large Closed Corporation (262-275)
    • Article 2:262 Definitions
    • Article 2:263 Mandatory registrations at the commercial register; ‘large’-criteria
    • Article 2:264 Mandatory application of the statutory two-tier structure
    • Article 2:265 First exception regarding the applicability of the statutory two-tier structure
    • Article 2:265a Second exception regarding the applicability of the statutory two-tier structure
    • Article 2:266 Dispensation on the statutory two-tier structure
    • Article 2:267 Voluntary application of the statutory two-tier structure
    • Article 2:268 Appointment of Supervisory Directors
    • Article 2:269 Appointment of Supervisory Directors when Supervisory Directors are absent
    • Article 2:270 Incompatibility of positions
    • Article 2:271 Resignation, dismissal and suspension of Supervisory Directors
    • Article 2:271a Loss of confidence in the Supervisory Board
    • Article 2:272 Appointment of the members of the Board of Directors
    • Article 2:273 [repealed]
    • Article 2:274 Resolutions that need the approval of the Supervisory Board
    • Article 2:275 [repealed]
  • Section 2.5.7 Dissolution of an Open Corporation (276-284)
    • Article 2:276 [repealed]
    • Article 2:277 [repealed]
    • Article 2:278 [repealed]
    • Article 2:279 [repealed]
    • Article 2:280 [repealed]
    • Article 2:281 [repealed]
    • Article 2:282 [repealed]
    • Article 2:283 [repealed]
    • Article 2: 284 [repealed]
  • Section 2.5.8 Appeal (284a)
    • Article 2:284a Appeal against some decisions of the Minister of Justice
• Title 2.6 Foundations
  (Articles 285 - 307)
  • Article 2:285 Definition of a 'Foundation'; no members and no (profit) distributions allowed
  • Article 2:286 Formation of a Foundation
  • Article 2:287 Absence of a seat in the articles of incorporation
  • Article 2:288 [repealed]
  • Article 2:289 Registration of the Foundation in the commercial register
  • Article 2:290 [repealed]
  • Article 2:291 Duties and powers of the Board of Directors
  • Article 2:292 Authority to represent the Foundation
  • Article 2:293 Amendment of the articles of incorporation
  • Article 2:294 Amendment of the articles of incorporation by the court
  • Article 2:295 Nullification of a resolution for an amendment which might lead to the dissolution of the Foundation
  • Article 2:296 District Court may exercise of its own motion the powers granted under the two preceding Articles
  • Article 2:297 Supervision by the Public Prosecution Service
  • Article 2:298 Removal of a Director by the court
  • Article 2:299 Vacancies within the Board of Directors to be filled by the court
  • Article 2:299a Reporting the net-turnover of the enterprises of the Foundation
  • Article 2:300 Annual accounts and annual report of a Foundation with a so called ‘large enterprise’
  • Article 2:300a Liability of the Directors of a Foundation
  • Article 2:301 Dissolution of a Foundation by the court
  • Article 2:302 Registration of judicial decisions in the commercial register
  • Article 2:303 Announcement of a bankruptcy or moratorium on payment
  • Article 2:304 Pension fund in the form of a Foundation
  • Article 2:305 [repealed]
  • Article 2:306 [repealed]
  • Article 2:307 [repealed]
• Title 2.7 Merger and division
  (Articles 308-334ii)
  • Section 2.7.1 General provision (308)
    • Article 2:308 Application of statutory provisions on a merger and division
  • Section 2.7.2 General provisions regarding mergers (309 - 323b)
    • Article 2:309 Definition of ‘merger’; passage of property under universal title
    • Article 2:310 Type of legal persons capable of merging with each other
    • Article 2:311 Merging legal persons that cease to exist
    • Article 2:312 Merger proposal and its content
    • Article 2:313 Explanation on the merger proposal; interim annual account or capital account
    • Article 2:313a [repealed]
    • Article 2:314 Documents to be deposited at the commercial register
    • Article 2:315 Change of circumstances
    • Article 2:316 Guarantees for creditors; objections raised by creditors
    • Articles 2:317 Body within the legal person that adopts the resolution for a merger
    • Article 2:317a [repealed]
    • Article 2:318 Notarial deed of merger; date that the merger takes effect
    • Article 2:319 Pledge or usufruct on a disappearing membership right or share
    • Article 2:320 Particular rights that may be exercised against a disappearing legal person
    • Article 2:321 Last accounting year and last annual account; statutory reserves
    • Article 2:322 Amendment or dissolution of existing agreements by the court
    • Article 2:323 Annulment of the merger
    • Article 2:323a [repealed]
    • Article 2:323b [repealed]
  • Section 2.7.3 Special statutory provisions for mergers of Open and Closed Corporations (324 - 333a)
    • Article 2:324 Application of the present Section
    • Article 2:325 Shares (exchange ratio, surcharges, withdrawal)
    • Article 2:326 Additional information in the merger proposal
    • Article 2:327 Additional information in the written explanation
    • Article 2:328 Auditors certificate and report on additional items
    • Article 2:329 Right of inspection of holders of depository receipts for shares
    • Article 2:330 Merger resolution of the General Meeting
    • Article 2:331 Merger resolution of the Board of Directors
    • Article 2:332 Declaration of no objection of the Minister of Justice
    • Article 2:333 Simplified merger in case of 100%-participating interest
    • Article 2:333a Triangle merger; group companies
  • Section 2.7.3A Special statutory provisions for cross-border mergers (333b - 333l)
    • Article 2:333b Application of Section 2.7.3A to cross-border mergers
    • Article 2:333c Types of companies from different Member States that can enter into a cross-border merger
    • Article 2:333d Additional information to be listed in the merger proposal
    • Article 2:333e Publication of information in the Dutch Government Gazette
    • Article 2:333f Availability of the written explanation for the Works Council or employees
    • Article 2:333g Additional information in the auditor’s certificate
    • Article 2:333h Request for compensation
    • Article 2:333i Information to be assured in a certificate of a notary
    • Article 2:333j Formalities for the keeper of the commercial register
    • Article 2:333k Requirements in regard of employee participation
    • Article 2:333l No annulment of a cross-border merger in case of non-observance of Section 7.2.3A
  • Section 2.7.4 General provisions regarding divisions (334a - 334u)
    • Article 2:334a Definition of 'pure division' and 'hive off'; party to a division
    • Article 2:334b Type of legal person capable of being involved in the same division
    • Article 2:334c Legal effects of a division for the involved parties themselves
    • Article 2:334d Value of the passed and retained property
    • Article 2:334e Position of members and shareholders
    • Article 2:334f Division proposal and its content
    • Article 2:334g Written explanation; annual account and interim capital account
    • Article 2:334h Documents to be deposited at the commercial register
    • Article 2:334i Change of circumstances
    • Article 2:334j Passage of an entire legal relationship of the dividing legal person
    • Article 2:334k Guarantees for creditors
    • Article 2:334l Objections against the division raised by creditors
    • Article 2:334m Body within the legal person that adopts the resolution for a division
    • Article 2:334n Notarial deed of division; date that the division takes effect
    • Article 2:334o Pledge or usufruct on membership rights or shares in the divided legal person
    • Article 2:334p Particular rights that may be exercised against a divided legal person
    • Article 2:334q Last accounting year and last annual account; statutory reserves
    • Article 2:334r Amendment or dissolution of existing agreements by the court
    • Article 2:334s Uncertainty after the division to which legal person assets or liabilities belong
    • Article 2:334t Liability for debts of the divided legal person
    • Article 2:334u Annulment of a division
  • Section 2.7.5 Special statutory provisions for divisions through which an Open or Closed Corporation is divided or formed (334v - 334ii)
    • Article 2:334v Application of the present Section
    • Article 2:334w Additional requirements for the capital of a divided Corporation
    • Article 2:334x Shares (exchange ratio, surcharges, withdrawal)
    • Article 2:334y Additional information in the division proposal
    • Article 2:334z Additional information in the written explanation
    • Article 2:334aa Auditors certificate and report for additional items
    • Article 2:334bb Statutory provisions applicable to an allotment of shares by an acquiring Corporation
    • Article 2:334cc Possible apportionment of shares in case of a pure division
    • Article 2:334dd Right of inspection of holders of depository receipts for shares
    • Article 2:334ee Division resolution of the General Meeting
    • Article 2:334ff Division resolution of the Board of Directors
    • Article 2:334gg Declaration of no objection of the Minister of Justice
    • Article 2:334hh Divided legal person becomes sole shareholder of all formed acquiring Corporations
    • Article 2:334ii Triangle division; group company
• Title 2.8 Rules for resolving disputes and the right of inquiry
  (Articles 335 - 359d)
  • Section 2.8.1 Rules for resolving disputes between shareholders (335 - 343)
    • Article 2:335 Application of the statutory provisions of the present Section
    • Article 2:336 Legal claim for a forced transfer of shares (buy-out)
    • Article 2:337 Exclusive character of a regulation for resolving disputes in the articles of incorporation or an agreement
    • Article 2:338 Defendant cannot dispose of his shares or encumber them with a pledge or usufruct
    • Article 2:339 Appointment of experts; prohibition to exercise voting rights
    • Article 2:340 Fixation of the price of the shares by the court
    • Article 2:341 Transfer (delivery) of the involved shares
    • Article 2:342 Forced passage of voting rights
    • Article 2:342a [repealed]
    • Article 2:343 Forced take over (buy-up) of shares
  • Section 2.8.2 The right of inquiry (344 - 359)
    • Article 2:344 Application of the statutory provisions of the present Section
    • Article 2:345 Request for an investigation into the policy and affairs of a legal person
    • Article 2:346 Right to file a request for an investigation
    • Article 2:347 Right of a labor union to file a request for an investigation
    • Article 2:348 Informing a supervisory authority
    • Article 2:349 Inadmissibility of the request of the applicants or the Advocate-General
    • Article 2:349a Urgent matters and provisional measures
    • Article 2:350 Well-founded reasons; damages and costs of investigation
    • Article 2:351 Powers of the investigators; obligation of secrecy
    • Article 2:352 Additional orders of the presiding judge of the Enterprise Chamber
    • Article 2:352a Hearing of witnesses
    • Article 2:353 Report of the investigation
    • Article 2:354 Recovery of costs
    • Article 2:355 Mismanagement of affairs; request for additional measures
    • Article 2:356 Measures that may be ordered by the Enterprise Chamber
    • Article 2:357 Further specification of (provisional) measures
    • Article 2:358 Publication of the orders of the Enterprise Chamber
    • Article 2:359 Appeal in cassation
  • Section 2.8.3 The public bid (359a - 359d)
    • Article 2:359a Application of the statutory provisions of Section 2.8.3
    • Article 2:359b Protected or unprotected Corporation (target company)
    • Article 2:359c Forced transfer of shares (buy-out) after a public bid has been released
    • Article 2:359d Forced take over (buy-up) of shares after a public bid has been released
• Title 2.9 Annual accounts and annual report
  (Articles 360 - 455)
  • Section 2.9.1 General provision (360)
    • Article 2:360 Application of Title 2.9
  • Section 2.9.2 General provisions regarding the annual accounts (361 - 363)
    • Article 2:361 Financial statements falling within the scope of Title 2.9
    • Article 2:362 Insight in financial position; used accounting standards
    • Article 2:363 Arrangement of data in the annual accounts and notes
  • Section 2.9.3 Requirements for the balance sheet and the explanatory notes thereto (364 - 376)
    • Subsection 2.9.3.1 Main layout of the balance sheets
    • Article 2:364 Fixed and current assets; liabilities
    • Subsection 2.9.3.2 Assets
    • Article 2:365 Intangible fixed assets
    • Article 2:366 Tangible fixed assets
    • Article 2:367 Financial fixed assets
    • Article 2:368 Overview of value movements; conversion actual to historical value
    • Article 2:369 Inventories (goods in stock)
    • Article 2:370 short-term receivables (claims)
    • Article 2:371 Marketable securities
    • Article 2:372 Liquid assets
    • Subsection 2.9.3.3 Equity capital and liabilities
    • Article 2:373 Equity capital and reserves
    • Article 2:374 Provisions for liabilities and charges
    • Article 2:375 Liabilities (debts)
    • Article 2:376 Conditional debts
  • Section 2.9.4 Requirements regarding the profit and loss account and the explanatory notes thereto (377)
    • Article 2:377 Profit and loss account
  • Section 2.9.5 Special rules regarding the explanatory notes (378 - 383e)
    • Article 2:378 Statement of movements of equity capital
    • Article 2:379 Information on participating interests and group relations
    • Article 2:380 Turnover by economic sector and by country
    • Article 2:381 Important financial obligations in future
    • Article 2:381a Financial instruments
    • Article 2:381b Information on financial instruments
    • Article 2:382 Manning level
    • Article 2:382a Remuneration of the external auditor
    • Article 2:383 Payments, loans and guarantees to (former) Directors and Supervisory Directors
    • Article 2:383a Allocation of profit of Associations and Foundations conducting an enterprise
    • Article 2:383b Field of application of Articles 2:283c - 2:383e
    • Article 2:383c Remuneration of (former) Directors and Supervisory Directors
    • Article 2:383d Option rights granted to Directors, Supervisory Directors and employees
    • Article 2:383e Loans, advanced payments and guarantees to Directors and Supervisory Directors of Open Corporations
  • Section 2.9.6 Provisions regarding the principles for valuation and for the assessment of results (384 - 390)
    • Article 2:384 Valuation principles
    • Article 2:385 Different valuation; valuation of interests in subsidiaries
    • Article 2:386 Depreciations
    • Article 2:387 Other decreases in value of assets
    • Article 2:388 Acquisition price and production price
    • Article 2:389 Valuation of participating interests
    • Article 2:390 Revaluation reserve
  • Section 2.9.7 Annual Report (391)
    • Article 2:391 Minimum requirements annual report
  • Section 2.9.8 Other data (392)
    • Article 2:392 Additional data
  • Section 2.9.9 Audit (393)
    • Article 2:393 Auditor’s opinion
  • Section 2.9.10 Publication (394 - 395)
    • Article 2:394 Publication of financial statements in the commercial register
    • Article 2:395 Other forms of publication of financial statements
  • Section 2.9.11 Exemptions based on the size of the legal person’s business (396 - 398)
    • Article 2:396 Small sized legal persons
    • Article 2:397 Medium sized legal persons
    • Article 2:398 Details about the application of Articles 2:396 and 2:397
  • Section 2.9.12 Provisions regarding legal persons of distinguished types (399 - 404a)
    • Article 2:399 [repealed]
    • Article 2:400 Financial institutions other than banks
    • Article 2:401 Investment Companies
    • Article 2:402 Consolidating head company
    • Article 2:403 Group exemption (after liability has been accepted for group subsidiaries)
    • Article 2:404 Termination of liability
    • Article 2:404a [repealed]
  • Section 2.9.13 Consolidated annual accounts (405 - 414)
    • Article 2:405 Consolidation means rendering account for one entire group
    • Article 2:406 Consolidation requirement
    • Article 2:407 Exceptions to the consolidation requirement
    • Article 2:408 No consolidation requirement regarding part of groups
    • Article 2:409 Proportionate consolidation
    • Article 2:410 Arrangement (layout) of the consolidated annual accounts
    • Article 2:411 Group capital
    • Article 2:412 Consolidation date
    • Article 2:413 Consolidation differences
    • Article 2:414 List of group companies and participating interests
  • Section 2.9.14 Rules for banks (415 - 426)
    • Article 2:415 Field of application of Section 2.9.14
    • Article 2:416 Title 2.9 is basically applicable
    • Article 2:417 Arrangement (layout) by Decree Annual Accounts of Banks
    • Article 2:418 [reserved]
    • Article 2:419 Arrangement (layout) for banks of different legal type and for specialised banks
    • Article 2:420 Peculiarities regarding the profit and loss account of banks
    • Article 2:421 Detailed adjustments in the explanatory notes
    • Article 2:422 Valuation of investment in marketable securities
    • Article 2:423 Rate of balance sheet items in foreign currency
    • Article 2:424 Special liability item for general banking risks
    • Article 2:425 Group exemptions
    • Article 2:426 Mixed group consisting of banks and non-banks
  • Section 2.9.15 Rules for insurance companies (427 - 446)
    • Subsection 2.9.15.1 General Provisions
    • Article 2:427 Field of application of the provisions of Section 2.9.15
    • Article 2:428 Title 2.9 is basically applicable
    • Subsection 2.9.15.2 Requirements regarding the balance sheet and the explanatory notes thereto
    • Article 429 Main lay out of the balance sheet
    • Article 2:430 Layout of investments
    • Article 2:431 Exemption regarding fixed assets in the overview of movements
    • Article 2:432 Subdivision of receivables (claims)
    • Article 2:433 Subdivision of other assets
    • Article 2:434 Subdivision of accrued assets
    • Article 2:435 Technical provisions
    • Article 2:435a Statements of movements in the explanatory notes
    • Article 2:436 Liabilities (debts)
    • Subsection 2.9.15.3 Requirements concerning the profit and loss account and the explanatory notes thereto
    • Article 2:437 Details for a profit and loss account of an insurance company
    • Article 2:438 Layout of technical insurance accounts; differences in exchange rates for investments
    • Article 2:439 Subdivision within the technical insurance accounts themselves
    • Article 2:440 Possible subdivision in the explanatory notes
    • Subsection 2.9.15.3a Overview of the composition of the total result
    • Article 2:440a Total result
    • Subsection 2.9.15.4 Special requirements regarding the explanatory notes
    • Article 2:441 Turnover divided according to sector of business and territorial area; commissions
    • Subsection 2.9.15.5 Special requirements regarding the principles for valuation and for assessment of the results
    • Article 2:442 Valuation of investments at current value
    • Article 2:443 Valuation of marketable security bonds and similar receivables
    • Article 2:444 Valuation of technical provisions
    • Subsection 2.9.15.6 Special rules for consolidated annual accounts
    • Article 2:445 Mixed group of (indemnity and life) insurance companies and other companies
    • Article 2:446 Details for consolidation
  • Section 2.9.16 Justice (447 - 455)
    • Article 2:447 Request for a revision of financial statements
    • Article 2:448 Possible applicants
    • Article 2:449 Period for lodging the request
    • Article 2 450 Proceedings at the Enterprise Chamber
    • Article 2:451 Effect when the request is awarded by the Enterprise Chamber
    • Article 2:452 Request for a clarification to be made by a securities issuer
    • Article 2:453 Publication of the court order of the Enterprise Chamber; appeal in cassation
    • Article 2:454 Order for a public announcement to be made by a foreign securities issuer
    • Article 2:455 Content of a court order for a public announcement to be made

• Dutch Corporate Governance Code
• SER Merger Code 2000