MANAGEMENT OF A BV
An important part of company law is the way in which a BV (comparable with a Limited) must be managed. How is a management decision taken? Who represents the BV? How is a shareholders’ meeting convened? How and when are the annual accounts drawn up and adopted? It is important to do this properly in order to prevent the director from being held liable.
DIRECTORS’ LIABILITY
A director must carry out his duties properly. If he does not, this is called “improper performance of duties”. In that case, a director can be held liable for damages. This is especially important in case of bankruptcy. If the improper performance of duties by a director is a major cause of that bankruptcy, the director must pay all the creditors. An enormous risk. That is why it is important to know what duties a director performs and how he should perform them.
The biggest pitfalls are not filing the annual accounts or filing them too late and not keeping proper records. But there are many more grounds that can lead to directors’ liability.
TAKEOVER OF A PRIVATE LIMITED COMPANY
If you wish to take over a BV, you must conclude a purchase agreement with the seller. It is important that you know exactly what you are buying. In order to find out, you must conduct a due diligence. In addition, you limit the risks by concluding a proper purchase agreement. With this purchase agreement, you go to the notary to have the shares in the BV transferred.
MERGER AND DEMERGER
In some cases, it is desirable for two BVs to merge. This can be done in various ways. The reverse is also possible: a demerger. This involves an extensive legal process. Here too, it is very important to follow the various steps carefully.
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