On July 1st 2021, the Act on Management and Supervision of Legal entities (‘WBTR’) will enter into force. The purpose of the Act is to improve the governance and supervision of Dutch foundations/associations (in Dutch: stichtingen/verenigingen), whereby the board should focus on the interest of the foundation/association and its affiliated company or organization.
There are a number of relevant changes:
The WBTR will enter into force on July 1st 2021 with immediate effect. It is recommended to amend the articles of association to bring them in line with the WBTR. Provisions regarding a conflict of interest that are currently included in the articles of association, which are not in line with the WBTR, should be regarded as unwritten and replaced by the statutory rules. An amendment to the articles of association is not immediately necessary, but it is recommended to delete or amend any conflict of interest regulation included in the articles of association not in line with the WBTR. This in order to avoid any misunderstanding.
If the articles of association currently do not include a regulation regarding absence or inability to act, such a regulation should be included at the first amendment to the articles of association.
A regulation included in the articles of association regarding multiple voting rights whereby one managing director or supervisory director can cast more votes than the other managing directors or supervisory directors jointly is valid for another five years unless the articles of association are amended prior thereto, in which case this should be amended.
It is advisable to verify the current articles of association and the regulations included therein to make sure these are aligned with the WBTR. We would be happy to assist and advise you.
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Recently, the Minister of Legal Protection informed the Senate and the House of Representatives that it is the intention that the Dutch COVID-19 Justice and Security (Interim Measures) bill (the ‘’Bill’’) will not be extended as of 1 February 2023.
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