Equal rules for governance and supervision for all legal entities

What changes?

For all legal entities the same rules apply with regard to governance and supervision. These rules are already in place for public limited companies (nvs) and private limited companies (bvs). They are now applicable to the management and supervisors of associations and foundations as well. It concerns rules that have to do with:

• Performing of duties by managers and supervisors: the norm for all legal entities will be equalised to the existing norm for nvs and bvs. When performing their duties, a manager or director must comply with the interests of the legal entity and the associated business or organisation.
• Plural voting: if it is stated in the Articles of Association that a functionary such as a manager or director has plural voting rights, this functionary cannot cast more votes than the other functionaries combined. This limit to plural voting rights is the same as is already in effect for bvs and nvs.
• Liability in case of negligence in performance.

There are also broader grounds for dismissal for dysfunctional foundation managers or supervisors.

Should a change in the Articles of Association be necessary, you did not have to execute this before 1 July 2021. You wil have until 1 July 2026 to change the Articles of Association. During this period the Act takes precedence over your Articles of Association.

For whom?

• foundations
• associations
• private limited companies (bvs)
• public limited companies (nvs)
• cooperatives
• mutual insurance companies

When?

The Governance and supervision Act (Wet bestuur en toezicht rechtspersonen, Wbtr) has come into effect on 1 July 2021.