Introduction

1. The Regulation and the Directive were implemented in the Netherlands on 1 April 2005 by means of the European Company (SE) Regulation Implementation Act (the Regulation Implementation Act or ‘RIA’) and the SE Employee Involvement Act (‘EIA’), respectively. The provisions of these acts are supplemented by national rules applicable to public limited-liability companies incorporated under Dutch law (‘naamloze vennootschappen’ or ‘NVs’), as set out in the Civil Code (‘Burgerlijk Wetboek’).

In drawing up the RIA, the legislature adopted a somewhat minimalist approach. For example, it did not take the opportunity to enact provisions on the one-tier system of management, which exists in practice in the Netherlands but for which no specific provision is made in the Civil Code. (However, the Dutch government has announced that legislation with respect to the one-tier system may be expected in the near future.)

Consequently, many pre-existing rules of Dutch law apply unchanged to SEs, such as the requirement that a certificate of no objection be obtained from the Ministry of Justice prior to the incorporation of a new company or the amendment of a company's articles of association and that the relevant notarial instrument be drafted in Dutch.

Reasons to opt for an SE

2. Unlike the two national corporate forms with share capital under Dutch law, the NV and the BV, theSEis essentially a ‘European’ entity in that it is governed by rules which, for the most part, apply across the European Union (‘EU’) and the European Economic Area (‘EEA’). Thus, the SE is an attractive option for businesses with cross-border activities for both practical (legal, financial and commercial) and psychological reasons.