Dealing with the Dutch - Russell...De regelen der kunst III, E.J.H. Schrage, Russell Advocaten, 2007 Dealing with the Dutch. An introduction to Dutch business law, Russell Advocaten,

Dealing with the Dutch

An introduction to Dutch business law

Dealing with the Dutch

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.

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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

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9

13

23

35

47

57

67

77

85

91

99

107

117

125

133

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FOREWORD

F

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 Brain-

port 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 help-

ful tool and reference to Dutch law for managers and directors in the Nether-

lands who have to report to their corporate headquarters.

Dealing with the Dutch is perfectly adequate to give an impression of legal pos-

sibilities 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 re-

quests we have received from our (international) clients and network partners.

The text of this book was completed on 1 June 2015. Changes in laws and regu-

lations effective before that date were included, as were changes known to come

into force on 1 July 2015.

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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 Eng-

lish 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

Our law irmRussell 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 Air-

port 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 Neth-

erlands, directors, foreign and domestic authorities and afluent private individu-

als. 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 advi-

sors, for years.

Key sectors are:

• retail • fashion & luxury • IT & ICT• real estate Russell Advocaten has strong niche practices in art, and Embassies & Consu-

lates.

RUSSELL ADVOCATENMasters of Law

R

9

10

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 impor-

tant 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.

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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 in-

ternational lawyers. Furthermore, we can engage (external) advisors and special-ists, if required with respect to the promptness or quality of our legal services.

PrimerusRussell Advocaten is a member of Primerus, a well-established network consist-

ing 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 recommend-

ed in the categories of Corporate and M&A and Real Estate.

Russell Advocaten B.V.

P .O. Box 874001080 JK Amsterdam

Reimersbeek 2

1082 AG Amsterdam

The Netherlands

t +31 20 301 55 55

e [email protected]

w www.russell.nl

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Awards and recognitions

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

Russell Advocaten B.V.

P .O. Box 874001080 JK Amsterdam

Reimersbeek 2

1082 AG Amsterdam

The Netherlands

t +31 20 301 55 55

@ [email protected]

w www.russell.nl