Corporate law 

As a director of a Dutch private limited company (in Dutch: besloten vennootschap, BV), you are in general not liable for the debts of your company. This may be different due to a particular misconduct in your capacity as director or if your BV goes bankrupt due to improper company management.

Parties entering into a commercial agreement tend to have opposing interests. This also applies to a franchise agreement, in which the franchisor, for example, will want to limit the termination options for the franchisee as much as possible. A franchisee, on the other hand, will try to secure a certain degree of independency and trading freedom. When we review or draft an agreement, we point out such risks to the entrepreneur. This way, the entrepreneur knows exactly where he or she stands, which allows for informed decision-making. Our assessment of your legal position enables you to negotiate and conclude an agreement that is more advantageous to you.

When you are restructuring your company, several aspects play a role, not only corporate but also financial, labour law and tax considerations. You have to make sure that you take all risks into account and that the consequences of a decision or action are properly assessed. This will help you avoid problems when the restructuring has been realised. Involvement of a tax advisor is always advisable

A transfer of assets and liabilities is usually the preferred way if you only want to transfer specific parts of your business. For example, you have a catering business that, in addition to a restaurant, also offers a delivery service and your buyer is only interested in that delivery service. In this case, you have to identify the assets (e.g., agreements with customers, stocks) and liabilities (e.g. debts to suppliers) that are to be transferred in great detail. It takes more time and effort, but it does result in a tailor-made transaction. A share transfer, on the other hand, is simpler. Everything is transferred to the new owner. You do not have to identify the items to be transferred (the assets of the BV, the company) and therefore do not have to name them individually. In addition, a share transfer can be fiscally advantageous: if the seller is also a BV (a ‘holding company’) and holds 5% or more of the shares, the seller’s profit generated from the sale remains untaxed, while any profit made by the BV due to the sale of its assets/liabilities is subject to corporation tax.

It is not possible for every organisation to structure its governance documentation completely as it sees fit. For certain sectors, such as healthcare, housing, and education, specific regulations apply and are governed, moreover, by their own codes. These regulations and codes often contain specific governance requirements that must be included in the documentation.