Dealing with the Dutch

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2 Dealing with the Dutch

3 Dealing with the Dutch An introduction to Dutch business law

4 Design: Xanthe van Haaften Illustrations: Jet Nijkamp Whilst this publication was composed with the greatest possible care, Russell Advocaten cannot accept responsibility for any errors, omissions, misstatements or mistakes. Nor can Russell Advocaten accept liability for possible damage resulting from the use of this publication, including but not limited to acts, omissions and/or decisions based on the information provided in this publication. 2015, Russell Advocaten, Amsterdam (Third, Revised Edition) All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form by any means, electronic, mechanical, photocopying, recording or otherwise, without the written permission from Russell Advocaten.

5 CONTENT C Foreword Russell Advocaten - Masters of Law 1. The Dutch Legal System 2. Corporate Law 3. Labour and Employment Law 4. Employee Participation 5. Real Estate: Lease Law 6. Commercial Contracts 7. Retail: Consumer Law 8. Industrial and Intellectual Property Rights 9. Marriage and Divorce 10. Insolvency Law 11. Administrative Law 12. Immigration Law 13. Art and Law 14. Embassies and Consulates

6 F FOREWORD The Netherlands, the gateway to Europe, is the preferred business location of many foreign entrepreneurs. The Port of Rotterdam is one of the world s largest seaports, Schiphol Airport ranks among the top ive European airports and Brainport Region Eindhoven is the world s most inventive region. Russell Advocaten relects the international character of the Dutch economy. Our law irm has many years of experience in serving foreign clients. This has led us to believe there is a need for a practical introduction to Dutch business law, in which the most important regulations and legal pitfalls that can affect foreign companies are discussed. This book contains important information for foreign companies wishing to set up a (subsidiary) company in the Netherlands, foreign entrepreneurs who (intend to) do business in the Netherlands, as well as Dutch entrepreneurs who regularly do business abroad. Besides, it can also be a helpful tool and reference to Dutch law for managers and directors in the Netherlands who have to report to their corporate headquarters. Dealing with the Dutch is perfectly adequate to give an impression of legal possibilities and problems, but it is not suficient for the purpose of dealing with complex legal issues. Accordingly, we strongly recommend that you seek the advice of a specialist to assist you with your legal problems. Russell Advocaten offers this advice and will gladly assist you with all your legal problems. We take great pleasure in presenting the third edition of Dealing with the Dutch. This revised and updated edition was prepared in response to the many requests we have received from our (international) clients and network partners. The text of this book was completed on 1 June Changes in laws and regulations effective before that date were included, as were changes known to come into force on 1 July

7 Our team of specialist lawyers has revised the book with their usual commitment and meticulous attention to detail. The revision was supervised by Guus Boone, Ph.D. and Adje Smit-Giesen, LL.M. Dorothee Stensinski, M.A. corrected the English text. We would like to thank them all for their efforts. Amsterdam, June 2015 Russell Advocaten B.V. Reinier W.L. Russell managing partner Paul W.L. Russell senior partner Jan Dop partner 8

8 RUSSELL ADVOCATEN Masters of Law R Our law irm Russell Advocaten relects the international character of the Dutch economy. For over 70 years, our law irm has been based in Amsterdam, the inancial heart and commercial centre of the Netherlands, which is situated near Schiphol Airport and the Hague, the seat of the Dutch government and the city where most embassies are located. Russell Advocaten provides advice, legal services and legal representation all through the Netherlands. Clients Our clients are mainly leading Dutch companies, foreign companies in the Netherlands, directors, foreign and domestic authorities and afluent private individuals. Russell Advocaten assists: Director and major shareholder Management Board of Directors / Supervisory Board HR management Works Council We are used to advising the international headquarters of irms as well as the local management. Many of our clients have been relying on us, as trusted advisors, for years. Key sectors are: retail fashion & luxury IT & ICT real estate Russell Advocaten has strong niche practices in art, and Embassies & Consulates. 9

9 Areas of expertise Clients consult Russell Advocaten for our expertise on: business formation and reorganisation boardroom advice corporate litigation personnel, employment contract and dismissal leasing, buying and selling commercial real estate diplomatic immunity art and law (international) contracts franchise, distribution and agency (professional) liability second opinion marriage and divorce permits and zoning plan IT and Intellectual Property lotteries and gaming Specialist lawyers Russell Advocaten sets high standards of legal expertise for its personnel. Our lawyers are members of specialized Dutch and international professional associations, regarding commercial law, labour and employment law, family law, administrative law, media and communication law, litigation and mediation. The high level of specialization enables us to render prompt, profound legal advice. Approach We assist our clients in inding practical and directly applicable solutions based on their interests. Individual attention for and dedication to our clients are important to us. Each case is handled by two lawyers for optimal accessibility. If a case covers different areas of law, lawyers specializing in the particular areas will be appointed to work on it. Besides, all our services are based on the general principle prevention is better than cure. By providing individual coaching, regular information and tailored courses, seminars, and publications we indicate possible legal issues to our clients at an early stage and, if possible, assist in preventing them. If a conlict arises, we initially try to prevent (costly) legal proceedings and to resolve the conlict with both parties. However, if legal proceedings have to be initiated, we assist our clients from start to inish. Where required even to the Supreme Court of the Netherlands. 10

10 Network Russell Advocaten has long-standing professional relationships with notaries, tax experts, accountants, bailiffs, advisors and other third parties. If necessary, we can immediately enter into cooperation with tax specialists, accountants or international lawyers. Furthermore, we can engage (external) advisors and specialists, if required with respect to the promptness or quality of our legal services. Primerus Russell Advocaten is a member of Primerus, a well-established network consisting of top-rated, independent law irms. Membership standards are high in order to guarantee continuing quality and integrity. Russell Advocaten is the exclusive partner in the Netherlands and also founding partner of the expanding European Primerus network. Primerus membership provides our clients with the best of two worlds: on the one hand a virtual global law irm with over 3,000 lawyers in 40 countries, on the other hand a Dutch law irm attaching great importance to personal contact. Reinier W.L. Russell, LL.M. is the irst non-us director of the Quality Assurance Committee of the Primerus Leadership Board. Legal 500 Russell Advocaten has been included in the Legal 500, the leading European top-quality law irms directory, for many years. Our irm is especially recommended in the categories of Corporate and M&A and Real Estate. Russell Advocaten B.V. P.O. Box JK Amsterdam Reimersbeek AG Amsterdam The Netherlands t e info@russell.nl w 11

11 Awards and recognitions 12

12 RUSSELL ADVOCATEN SERIES R Dealing with the Dutch. An introduction to Dutch business law, Russell Advocaten, 2012 Handboek ontslagrecht, Russell Advocaten, 2009 De regelen der onderneming, Russell Advocaten, 2008 De regelen der kunst III, E.J.H. Schrage, Russell Advocaten, 2007 Dealing with the Dutch. An introduction to Dutch business law, Russell Advocaten, 2006 Het pad der gerechtigheid. Bijbel, Recht en picturale kunst als hoekstenen van civilisatie en cultuur, E.J.H. Schrage, Russell Advocaten, 2005 De regelen der arbeidsverhouding, J. Dop & E. Knipschild, Russell Advocaten, 2004 De regelen der kunst II, E.J.H. Schrage, Russell Advocaten, 2003 Publications by Russell Advocaten outside this series: Handboek ontslagrecht, Russell Advocaten (ed.), Maklu, 2012 Handboek ontslagrecht, mr. J. Dop and prof.mr. L.H. van den Heuvel (eds.), Maklu, 2008 Unjustiied enrichment. A comparative study of the law of restitution, P.W.L. Russell (ed.), VU University Press, 1996 De regelen der kunst, W.M.J. Russell (ed.), VU Uitgeverij, 1989

13 Russell Advocaten B.V. P.O. Box JK Amsterdam Reimersbeek AG Amsterdam The Netherlands t info@russell.nl w

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