Articles

Groundbreaking Dutch cross-border conversions

Groundbreaking Dutch cross-border conversions

Groundbreaking Dutch cross-border conversions

20.12.2012 NL law

Stibbe, the leading Benelux law firm, recently advised on innovative inbound cross-border company conversions that have been executed by way of a Dutch notarial deed at Stibbe's offices in Amsterdam. Through the conversions, the companies that were previously governed by the laws of another EU jurisdiction, are now turned into Dutch companies, without discontinuing them

Until recently, this route was assumed to be open only in a limited number of situations, mainly by means of the transfer of the effective management of a company among two countries that abide by the siège réel or real seat doctrine. This summer, the EU Court of Justice (“ECJ”) clarified the EU principles at stake in its judgment in the Vale case1, which built on the Cartesio case2. In the Vale case the ECJ held that EU law precludes national legislation which enables companies established under national law to convert, but does not allow, in general, companies governed by the law of another Member State to convert to companies governed by its national law.

Dutch law enables the conversion of a national company of one type into a national company of another. It does, however, not contain specific rules for cross-border conversion. Pursuant to the ECJ’s clarifications the Netherlands has to accept incoming cross-border conversions. Stibbe has followed the national conversion procedure (inter alia providing for a notarial deed of conversion) while at the same time observing the procedural requirements in the source country by transferring the registered office and principal place of business of the companies.

The possibility of cross-border migrations makes companies within the EU much more versatile. It enables them to change jurisdictions without having to liquidate, without creating a dual residency and without the necessity to re-execute all important contracts.

Should you have any questions regarding cross-border conversions into or out of the Netherlands, please feel free to contact us.

[1] ECJ 12 July 2012, no C-378/10 (VALE Építési)
[2] ECJ 16 December 2008, nr. C-210/06 (Cartesio)

Team

Related news

11.05.2018 BE law
Bodemattest als opschortende voorwaarde: Hof van Cassatie staat dit gedeeltelijk toe

Articles - In een arrest van 22 maart 2018 schept het Hof van Cassatie enige klaarheid over het gebruik van opschortende voorwaarden die gaan over de informatieplicht met betrekking tot de bodem van een onroerend goed. Het principe van de opschortende voorwaarde gekoppeld aan het verkrijgen van een bodemattest wordt aanvaard, maar de uitwerking dient in lijn te zijn met de doelstelling van het Bodemdecreet.

Read more

09.05.2018 EU law
Proposed EU Directive to help companies move across borders

Short Reads - On 25 April 2018 the European Commission proposed a new directive, amending the EU Directive 2017/1132 on company law. The proposed rules should support companies in moving from one EU country to another, i.e. cross-border mergers, divisions or conversions. However, the proposed rules for cross-border divisions and conversions will also require companies to get prior consent from a competent national authority before moving. Who will act as such authority is not clear yet.

Read more

Our website uses cookies: third party analytics cookies to best adapt our website to your needs & cookies to enable social media functionalities. For more information on the use of cookies, please check our Privacy and Cookie Policy. Please note that you can change your cookie opt-ins at any time via your browser settings.

Privacy – en cookieverklaring