9.7 Specific changes of legal form (Chapter 7)

Chapter 7 is devoted to specific changes of legal form, first and foremost, religious denominations. Under present Dutch law it is unclear whether a religious denomination may change its legal form into a private legal entity (not being a religious denomination). To the extent necessary, it is unclear if such change of legal form is based on section 2:18 Dutch Civil Code. Change of legal form of a private legal entity, not being a religious denomination, into a religious denomination is based on section 2:18 Dutch Civil Code.

The second category of specific legal forms is partnerships (personenvennootschappen). At this time there is a legislative proposal on partnerships (Title 7.13 Dutch Civil Code) on which basis an incorporated public partnership (OVR) may change its legal form into a private company with limited liability and vice versa. The change of legal form of an OVR into a private company with limited liability requires:

The change of the legal form of a private company with limited liability into an OVR requires:

Internationally, EESV, SE and SCE have legal personality. To date the cross-border forms of cooperation, such as the EESV, SE and SCE, are not truly evident. This is to say that this is more the result of the Jack of a true cross-border character because the EESV, SE and SCE are national instruments, rather than a reticent attitude on the part of careful, conservative jurists and entrepreneurs.

The SE and SCE have legal personality on the basis of the applicable EU regulation. The EESV does not yet have legal personality based on legislation implementing the EU regulation in the Netherlands. Each of the aforementioned legal entities is restricted on change of legal form. The rules are set out in the relevant EU Regulation (Verordening) and the Implementation Act (Uitvoeringswet). The rules concerning SE and SCE are almost identical.

An EESV may be changed into a cooperative having statutory liability (cooperatie WA.). A cooperative (no joint liability, excluded liability or limited liability) may be changed into an EESV. An SE may be changed into a limited liability company and vice versa. Change of legal form of an SCE may only be from and into a cooperative.

In my opinion change of legal form is a form of amendment of the articles of association. Therefore, in my opinion, change of legal form from an OVR, EESV, SE or SCE should be included into Book 2 Dutch Civil Code. The other provisions, into an OVR, EESV, SE and SCE may be maintained in the present legislation.