2. Association with limited legal capacity
The articles of association of an association with limited legal capacity are not included in a notarial deed. This form of association may not be a beneficiary and may not acquire property subject to registration. The foundation officers are jointly and severally liable. An association with limited legal capacity does not have to be registered with the Trade Register, although registration does limit the committee's liability.
Cooperative associations are legal entities and therefore liable for their own activities. In the event of dissolution, the members of the cooperative are each equally liable for the cooperative's shortfalls. However, the articles of association may limit or exclude liability borne by the members. Liability is limited for cooperatives with limited liability. Members of cooperatives with liability excluded do not have a right to recourse. The apportionment of liability may also be otherwise regulated by the articles of association.
Incorporation of associations, cooperative associations and foundations
A notarial deed is needed to amend the articles of association of an association incorporated by notarial deed. In addition to the articles of association, many associations also draw up specific internal regulations.
A cooperative association must be incorporated by at least two people by means of a notarial deed. The cooperation must be registered with the Trade Register as soon as possible after incorporation. All cooperations must draw up and publish annual reports and accounts each year.
As a legal entity, foundations are independently responsible for their own rights and duties, just as a natural person. In principle, the officers of a foundation are not liable for the foundation's obligations.
A foundation is formed by one or more persons (either natural persons or legal entities) by means of a notarial deed or will. The notarial deed includes a declaration from the founders stating that the foundation has been founded, as well as the articles of association. The articles of association must state:
The articles of association usually include regulations regarding the organisation and structure of the foundation. The foundation must be registered with the Trade Register, otherwise each officer is personally liable.
- Possible legal forms for your company
- Forming a sole proprietorship, a general partnership or companies.
- B.V. or N.V. in formation
- Company or share transfer
- Issuance of shares
- Capital reduction
- Amendment to the articles of association
- Cross-border merger
- Division of a legal entity
- Depositary receipts
- Tax-exempt investment institution