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civilcodebook2最新荷蘭民法典第2卷附公司治理法-資料下載頁

2025-06-29 10:27本頁面
  

【正文】 egistration has been made, or, if Directors are registered, one of the following events is applicable to all of the registered Directors:1176。. the Directors are deceased。2176。. the Directors appear to be unreachable for at least one year at the addresses mentioned in the mercial register and also at the addresses mentioned in the Personal Records Data Base or the person involved is not registered at the Personal Records Data Base。b.the legal person has failed for at least one year to ply with its obligation to disclose its annual accounting records or the balance sheet and notes in accordance with Articles 2:394, 2:396 or 2:397。c.the legal person has not responded properly for at least one year to a letter of formal notice as referred to in Article 9, paragraph 3, of the General State Act on Taxation, to file a tax declaration (tax return) for pany (corporation) tax. 2.An Association (39。vereniging39。) or Foundation (39。stichting39。) which itself is registered in the mercial register, but which does not conduct an enterprise that is registered as such in the mercial register, shall be dissolved by a decision of the Chamber of Commerce, if the Chamber of Commerce has evidence that the event mentioned in paragraph 1, under point (a), is applicable, and that the legal person is in default for at least one year of paying the sum due for its registration in the mercial register. 3.If the Chamber of Commerce has knowledge of facts indicating that a legal person is eligible for a dissolution as meant in paragraph 1 or 2, it will notify the legal person and its Directors of the intention to dissolve the legal person。 this notification is made by registered letter, send to the last known addresses of the legal person and its Directors, mentioning not only the intention to dissolve the legal person, but as well the grounds on which this intention is based. The Chamber of Commerce registers this notification in the mercial register. Where an event as meant in paragraph 1, under point (a), applies, the Chamber of Commerce ensures that the notification is published as well in the Dutch Gazette. As far as the costs of this publication cannot be recovered from the property of the legal person, they are borne by the Minister of Justice. 4.Eight weeks after the date of the registered letter the Chamber of Commerce will dissolve the legal person by decision, unless the Chamber prior to this moment has received evidence that the event mentioned in the notification meant in paragraph 3 is not or no longer applicable. 5.The decision of the Chamber of Commerce will be announced to the legal person and its registered Directors. 6.The Chamber of Commerce ensures that the dissolution is published in the Dutch Gazette. Paragraph 3, last sentence, applies accordingly. 7.If it is not possible to appoint one or more liquidators on the basis of Article 2:23, paragraph 1, the Chamber of Commerce shall operate as liquidator of the property of the dissolved legal person, subject to the provisions of Article 2:19, paragraph 4. Upon the request of the Chamber of Commerce, the District Court shall appoint one or more other liquidators. 8.If an appeal is lodged with the Board of Appeal for Trade and Industry (‘College van Beroep voor het Bedrijfsleven’) against a decision of the Chamber of Commerce as referred to in paragraph 4, the Chamber of Commerce will make a registration thereof in the mercial register. The decision on appeal will be registered there as well. If the decision on appeal leads to the annulment (revision) of the decision of the Chamber of Commerce, the Chamber of Commerce ensures that it is published in the Dutch Gazette. During the period that the legal person had ceased to exist in consequence of the decision to dissolve it, there are grounds as meant in Article 3:320 of the Civil Code for the extension of the prescription period of rights of actions available to or against the legal person.Article 2:20 Prohibited legal persons 1.Where the activities of a legal person are contrary to public order, the District Court shall prohibit and dissolve that legal person upon the request of the Public Prosecution Service. 2.Where the purpose (objective) of a legal person, as defined in its articles of incorporation, is contrary to public order, the District Court shall dissolve that legal person upon the request of the Public Prosecution Service. Before the dissolution, the District Court may grant the legal person for a specific period of time the opportunity to adjust its purpose (objective) in such a way that it no longer is contrary to public order. 3.A legal person that is mentioned on the list referred to in Article 2, third paragraph, of Regulation (EC) No 2580/2001 of the European Council of 27 December 2001 (OJEC L 344), in Annex I of Regulation (EC) No 881/2002 of the European Council of 27 May 2002 (OJEC L 139), or that is mentioned and marked with a star in the Annex to the Common Position No. 2001/931 of the European Council of 27 December 2001 (OJEC L 344), is prohibited by law and not authorized to perform juridical acts.Article 2:21 Dissolution of a legal person by the court 1.The District Court dissolves a legal person if:a.defects (imperfections) are attached to its formation。b.its articles of incorporation do not meet the statutory requirements。c.it does not fall under the statutory definition of its legal type. 2.The District Court does not dissolve the legal person if the court has granted the legal person for a specific period of time the opportunity to ply with the necessary statutory requirements and the legal person has fulfilled these requirements within that period. 3.The District Court may dissolve a legal person if it violates the legal prohibitions set in Book 2 of the Civil Code for this type of legal person or if it acts to a serious degree in breach of its articles of incorporation. 4.The dissolution is ordered by the District Court upon a requ
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