Public limited company (NV)

When incorporating a public limited company, there are many issues on which we can inform and advise you. For example, organizing of the company bodies, preventing managers’ and officers’ liability, determining the amount of the share capital, designing the office and invoice stationary of the company, organizing the administration, the order confirmation, drawing up the general terms and conditions and suchlike.

Except for the aforementioned, we also do the required work such as drawing up a deed of incorporation, starting a shareholders’ register, registering the company at the Chamber of Commerce (often only 3 hours after incorporation), opening a bank account at your bank and administrative handling. The major part of our business clients is established in the province of North Brabant and we specifically arrange for many incorporations for companies in Eindhoven, Best, Nuenen, Veldhoven, Geldrop, Mierlo, Waalre, Valkenswaard and Heeze. We do however also incorporate companies for clients outside the province of North Brabant.

A public limited company has the possibility to freely assign shares, which means that you can sell shares to another party without intervention of a civil-law notary. The shares in a public limited company are therefore easily tradable.

A public limited company has the following bodies:

1. A general meeting that is entitled to:

• Appoint and dismiss managing directors;
• Amend the articles of association;
• Issue new shares;
• Decide to dissolve the company.

2. A board of management, consisting of one or more managing directors.

A supervisory board is also often appointed. This board is charged with supervising and advising the board of management. The manner in which supervisory directors are appointed is mandated by law and further elaborated in the articles of association.

In principle the shareholders are only liable to the amount for which they participate in the company. Because a public company is a legal entity, the managing and supervisory directors are in principle not liable for the debts of the company. However, if it is a matter of ‘mismanagement’ and if the company is damaged, the company can hold the managing and supervisory directors accountable.

Mismanagement occurs, for example, if managing or supervisory directors fail to keep the books properly and did not deposit the annual accounts with the Chamber of Commerce on time. This also applies of the board of management approved (too) high dividend distributions resulting in the bankruptcy of the company. Also, all tax payments and pension premiums have to paid in time, or, in emergencies, report that you are unable to pay.

There are many legal stipulations about the company capital. One of the most important ones is that on incorporation a minimum capital of €45,000 has to be paid into the company. This amount can also be paid in kind, for example an entire company or assets such as cars or computers.

Sometimes the still to be incorporated legal entity is already acting prior to the incorporation of the public company. If you are considering this, please consult your legal counsel in advance, specifically because you are personally liable until the time of incorporation.

If the required capital has been deposited, the civil-law notary shall record the articles of association of the public company in the deed of incorporation. The articles of association include, among others, the following:

• To which amount the company can issue shares;
• The manner in which managing and supervisory directors are appointed and dismissed;
• The authorities of the various organs and how they meet;
• The transfer of shares.

Finally, the public company has to be registered with the Trade Register, to prevent personal liability of the managing director. This registration usually takes place under the supervision of a civil-law notary.

Each public company has to draw up and publish annual accounts. The legal requirements for this depend on the size of the company. If a director fails to publish the annual accounts on time, he is at greater risk to be held personally liable in case of bankruptcy.