Omzetting als rechtsvormwijziging
Einde inhoudsopgave
Omzetting als rechtsvormwijziging (IVOR nr. 70) 2010/9.1:9.1 Introduction (Chapter 1)
Omzetting als rechtsvormwijziging (IVOR nr. 70) 2010/9.1
9.1 Introduction (Chapter 1)
Documentgegevens:
Mr. B. Snijder-Kuipers, datum 20-01-2010
- Datum
20-01-2010
- Auteur
Mr. B. Snijder-Kuipers
- JCDI
JCDI:ADS492998:1
- Vakgebied(en)
Ondernemingsrecht (V)
Deze functie is alleen te gebruiken als je bent ingelogd.
The title of this book is Conversion as change of legal form.
The word `conversion' has more than one meaning. One is conversion as meant in section 2:18, 2:71, 2:72, 2:181 and 2:183 of the Dutch Civil Code. I refer to that legal conception as 'change of legal form'. These words better convey that this legal concept means the transformation of the legal form of the corporate entity. In the event of change of legal form the legal personality of the legal entity is maintained as a result of which its assets are maintained.
The central question is as follows:
What is the nature, the function and the advisable scope of the legal concept of change of legal form under Dutch corporate law?
Change of legal form has elements of continuity and discontinuity. The basic principle of the legislators is continuity of the legal person. In the event of change of legal form the legal entity is maintained. Change of the form of a legal entity leads to discontinuity.
The extent of (dis)continuity of change of legal form is determined by (i) the nature of the change of legal form (the form) and (ii) the implementation of the legal framework (the content). Change of legal form implies amendment of the articles of association. There are two types of changes: changes which are the direct result of statutory requirements (the necessary changes) and changes to be implemented by way of change of legal form but that are not necessary (nonnecessary changes). Necessary changes are the result of the nature of the legal form after change of legal form. Non-necessary changes may also be implemented by way of an amendment of the articles of association before or after change of legal form.