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1、（公司治理）CCdB最新荷兰民法典第卷附公司治理法Dutch Civil Code Book 2Book 2 Legal PersonsTitle 2.1 General provisionsArticle 2:1 Public legal persons- 1.The State, the Provinces, the Municipalities, the Water Boards and all other bodies to which legislative power has been granted under the Dutch Constitution have legal
2、personality.- 2.Other bodies charged with governmental duties only have legal personality if this results from what has been specified by or pursuant to law.- 3.The below listed Articles of the present Title (Title 2.1), except Article 2:5, do not apply to public legal persons as meant in the previo
3、us paragraphs.Article 2:2 Churches and other religious communities- 1.Religious communities and their independent subdivisions and bodies in which they are united, have legal personality.- 2.They are governed by their own charter insofar the rules thereof are not in conflict with law. With the excep
4、tion of Article 2:5, the below listed Articles of the present Title (Title 2.1) do not apply to them. Nevertheless, these Articles may be applied accordingly as far as this is in agreement with the charter of the religious community and the nature of the mutual relationships within that community.Ar
5、ticle 2:3 Private legal personsAssociations (verenigingen), Cooperatives (coperaties), Mutual Insurance Societies (onderlinge waarborgmaatschappijen), Open Corporations*)(naamloze vennootschappen), Closed Corporations*)besloten vennootschappen) and Foundations (stichtingen) have legal personality.*)
6、 Open Corporations are the equivalent of public limited companies under English law, i.e. companies with free tradable shares*) Closed Corporations are the equivalent of private limited companies under English law, i.e. companies with restricted tradable shares.Article 2:4 Defective formation and (p
7、roperty of) non-existing legal persons- 1.A legal person cannot come to existence in the absence of a deed signed by a notary insofar the law requires such a deed for the formation of this type of legal person. A deed signed by a notary, which is not authentic, shall only prevent the formation of th
8、e intended legal person if this legal person would have been called into existence on the basis of a testamentary disposition (last will) laid down in that deed.- 2.The nullification of a voidable juridical act through which a legal person has been formed, does not affect the existence of that legal
9、 person. The invalidity of the participation of one or more founders of the legal person does in itself not affect the validity of the participation of the remaining founders.- 3.Where property has been created in the name of a non-existing legal person, the court shall appoint, upon the request of
10、an interested party or of the Public Prosecution Service, one or more liquidators. Article 2:22 shall apply accordingly.- 4.Property created in the name of a non-existing legal person shall be liquidated (wound up) in the same way as that of a dissolved legal person of the intended type. The persons
11、 who have acted as Directors of the non-existing legal person are joint and several liable for all debts belonging to the before mentioned property as far as these debts have become due and demandable during the period in which these persons acted as Director. These persons are also liable for debts
12、 arisen from juridical acts which have been performed by themselves or others during that period on behalf of that property, as far as no other person is liable for these debts on the basis of the previous sentence. When no person can be made liable for a debt on the basis of one of the two previous
13、 sentences, the persons who have performed the act which caused the debt are joint and several liable for it.- 5.If a valid legal person has been formed in order to make it the legal successor of the property created in the name of a non-existing legal person, then the court may order, upon request,
14、 that this property does not need to be liquidated (wound up), but may be brought into the validly formed legal person.Article 2:5 Equalisation of legal persons with natural personsAs far as it concerns the law of property, a legal person is tantamount (equal) to a natural person, unless the contrar
15、y results from law.Article 2:6 Publication of information and consequences of a lack of publication- 1.Changes made to the articles of incorporation or the internal regulations (by-laws) of a legal person, that have to be published by virtue of the present Book (Book 2 of the Civil Code), cannot be
16、invoked against counterparties and third persons who were unaware of these changes as long as that publication has not been made and, in the event of a change of the articles of incorporation, as long as the legally required publication of the changed articles of incorporation has not been made. The same applies in respect of an appeal to the fact that a legal person is dissolved as long
