How are all Dutch legal forms affected by the Governance and supervision Act?

New Dutch laws for businesses come into effect every so often and we think it is important for everyone to be well informed of the implications of these laws. As of July 1st, 2021 the WBTR Act (Wet Bestuur en Toezicht Rechtspersonen - The Governance and supervision Act) came into effect which will impact NVs, BVs, associations (verenigingen), foundations (stichtingen), and other corporate structures. These changes will be in respect to board directors and supervisory board directors.

• How are NVs and BVs affected?

For NVs and BVs, the WBTR will affect provisions for when board members are absent or there is an inability to act as a director. It is now mandatory to include in the articles of association a provision that states what will take place when all board members are absent or cannot act as directors. Additionally, there is a change in regulation regarding the liability of board directors in case of bankruptcy due to mismanagement.

• How are Associations and Foundations affected?

Just as for NVs and BVs, the WBTR affects the liability of directors and supervisors and absence or inability to act as directors but it also relates to a variety of other topics such as, supervision, management(forms), liability of directors and supervisors, conflict of interest situations, dismissal of board directors and supervisory board members, and multiple-voting rights.

As these acts immediately come into effect it is recommended that organisations immediately determine if their articles of association meet the new definitions as defined in the WBTR. To read more about how your organisation may be impacted by these acts, feel free to download Briddge’s memos on either NVs and BVs or on Associations and Foundations.

If you need any more information on WBTR’s implications or on any other Dutch corporate matters, feel free to contact one of our business advisors who will be happy to assist you.