Dealing with the Dutch - Russell...De regelen der kunst III, E.J.H. Schrage, Russell Advocaten, 2007...
Transcript of 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
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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133
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FOREWORD
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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
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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
w www.russell.nl
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Awards and recognitions
RUSSELL ADVOCATEN
SERIES
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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
w www.russell.nl