Category Archives: Dutch lawfirm

A Foundation in the Netherlands

Dutch trust explained

A foundation (stichting) in the Netherlands is defined by law as “a legal person created by a legal act which has no members and whose purpose is to realize an objective stated in its statutes using capital allocated to such purpose”. The foundation is used  a lot for non profit organizations like school or hospitals, charities, sports organization and promotion purposes, relief organizations, as well a family foundation, as holding vehicle for shares or certificates of shares. The Dutch foundation is also uses as a vehicle for protection purposes against hostile take-over of public companies at the Dutch Stock Exchange. A Dutch business lawyer can explain the relevant aspects of the Dutch foundation.
Foundation Netherlands

Dutch Foundation

It is possible to pursue a purpose of private benefit. However, the purpose of the Dutch foundation cannot be to distribute the foundation’s profits to the founder or to members of its organs. The founders can be members of the board. Commercial activities are allowed if these are within the objectives of the foundation and are in general taxed. The regular company tax in the Netherlands will then be applicable.

Incorporation Dutch Foundation

Foundations are established by a Dutch Notary through a notarial deed by the containing the bylaws. The foundation will then be a legal entity and has  full legal capacity. The initial board of the foundation has to be specified in the deed. No governmental body is involved in establishing a foundation. Minimum capital is not required for the establishment or operation of a foundation. Regarding the purpose, there are no restrictions. The Dutch foundations can be established for public and private purposes. The only restriction is that the purpose cannot be to distribute the foundation’s profits to the founder or to members of its organs.

Company register in the Netherlands

Foundations are registered with the local Chamber of Commerce in the Netherlands. The deed of establishing of the foundation and the bylaws are kept at the register as well as the names and the addresses of the foundation itself, members of the board with powers of representation, representatives of the foundation and its founders. A Dutch attorney can investigate the foundation’s registration, the registered board members and it’s annual accounts.

Board of Dutch Trust

The board members represent the foundation towards third parties. The statutory provisions of the foundation could assign the right of representation to one or several board members and also to other persons who are not  board members. The board has the duty to maintain financial records and keep an administration. Within 6 months from the end of each financial year, the board must prepare a balance sheet and a statement of revenues and expenditures of the foundation. An external audit is only necessary for medium or large entities. That is the case is two of these items apply:; net sales exceeding € 8.8 million; average number of employees is above 50 and/or the assets exceed an amount of € 4.4 million. Each member of the board has an obligation towards the foundation to perform the duties assigned to him properly. For matters within the competence of one or more board members, each board member  is jointly and severally liable with respect to any shortcoming. Only if  the shortcoming is not attributable to a board member and he is able to proof that, then he may not be liable.

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Patent application and claims in the Netherlands

Requirements and procedure to protect patents in the Netherlands

In order to be eligible for a patent in the Netherlands, you must have devised a technical invention that complies with three material conditions.  Requirements for patent registration in the Netherlands are:

  • Novelty
    The product or process may not have been made public anywhere in the world before the date of submitting the patent application, not even through the activities of the inventor himself (e.g. by means of a company brochure or a presentation at a trade fair).
  • Inventive step
    The invention may not be obvious to a professional.
  • Industrial application
    The invention must relate to a technically demonstrable functioning product or production process

Patent protected?

Patent infringement and advise on Dutch law

A Dutch lawyer can advise on the aspects of the Dutch patent law system. The Dutch court is competent to hear cases of patent infringement taking place in the Netherlands. The infringing party in the Netherlands can summoned to Court by a Dutch attorney. Profits  earned with infringements and damages can be fully collected from the tort feaser.

Dutch agency provides support on Dutch patents and innovation

NL Patent Office is a service agency which is closely associated with many (inter)national organisations in the field of intellectual property rights. NL Agency supports international cooperation and development efforts, both private and public, and encourages knowledge institutes in knowledge valorization. Do you have an international project in a developing country or an emerging market? You can check out what NL Agency can do for you.

 The agency provides support and supervision to entrepreneurs, service organisations, scientists, researchers, students and other interested parties in the Netherlands, NL Patent Office provides training programmes, gives advice and publishes various brochures and other publications (in Dutch only).

If you are not from the Netherlands you also contact The European Patent Office or the National office of your own country.

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Yacht building in The Netherlands

The Netherlands have a serious marine maritime history, which has developed in substantial yacht building industry. The Dutch built excellent motor yachts and sailing yachts of the highest quality. This has put The Netherlands in the lead in the production of super yachts and building of custom built yachts.

Yachting Lawyer Netherlands

Dutch yards have gained World Fame

Some well-known Dutch yacht builders are Amels, Royal Huisman, Vitters, Claassen, Dedship and Royal Van Lent. Dutch Yacht Designers are also present in the world of super yacht design. The non-EU citizens and corporations can have a yacht built in Holland against zero VAT tax rate under the condition the yacht is exported directly outside the EU.

Project management at Dutch yards

The owner can have himself represented by a project manager in Holland, that supervises the building of the yacht. A Project manager when building aYacht in the Netherlands is great support for the Owner who resides abroad. Our firm in Amsterdam has been involved in contracts for yacht building in The Netherlands, including some super yachts. A proper yacht building contract is necessary.

Top Yachting Contract for Great Designs

The owner should be protected against financial problems of the yard, bankruptcy, suspension of payment, arrest on the yacht, et cetera. Other subject to cover are warranties, limitation of liabilities, extra orders, change orders, insurance, certificates, et cetera. The yacht contract should protect the owner financially for his investments in the yacht. The owner should obtain ownership of all parts and components the yard orders for the yacht.

Security Provisons in Yachtbuilding Contract

The ownership of the hull and unfinished yacht should also be vested in the owner as soon as possible. When necessary, a security right can be established on the unfinished yacht at the yard. Because of the peculiarities of Dutch law, it is important to instruct a lawyer in the Netherlands to review any contract the owner enters into. Dutch contract law is not similar to anglo-saxon contract law, although the differences should not be exaggerated. As a Dutch Yachting Lawyer I can help you out there.

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Preliminary Relief Proceedings: Quick Judgment of Dutch Judge

Preliminary Judgment Dutch Court

In urgent matters the president of the competent district court (voorzieningenrechter) can file for preliminary relief. The proceedings are called “kort geding “. A writ of summons can be issued at short notice. One court hearing will take place and usually the judge will decide within one or two weeks.

Dutch Legal Advice Netherlands Lawyer

Injunction in urgent matter in the Netherlands

It is a prerequisite that the matter requires an immediate provisional remedy. Only provisional measures can be granted by the judge. The facts of the matter should not be too complicated for such proceedings. If the case is too complicated, the judge will deny the relieve requested and parties will be referred to main proceedings. The judgment allowing preliminary relief does not prejudice the main proceedings. Therefore judgment in the main proceedings may be quite different than provisional judgment.

Remedies in Dutch Court

The available remedies are usually a prohibitory injunction (verbod in kort geding) or a mandatory injunction (gebod in kort geding). Usually the claimant will also request the judge to include a penalty in the judgment for each day the defendant fails to comply with the judgment.
Provisional remedies can also be requested for monetary claims and debt collection. The judge will investigate whether the claim is strong and if the facts and circumstances required an immediate provisional judgment. The risk of repayment will also be assessed.

Summary judgment by Netherlands Court

The Dutch attorney for the claimant will request a date for the court hearing. As soon as the date is fixed, the writ of summons will be issued and the defendant is not obliged to file a defense before the date of the court hearing. The defendant may defend itself orally at the court hearing. Documents should be filed by the defense 24 hours before the court hearing.

The normal rules of evidence do not apply in preliminary relief proceedings. The summary proceedings are not intended for examination of witnesses. The judge may, however, ask questions to people present at the hearing.

Appeal from Dutch Judgment

Within four weeks from the date of the judgment parties can appeal with the court of appeal. In the appeal both parties have to submit written statements. Only if requested by one of the parties an oral hearing takes place.

The judgment can be enforced immediately in appeal by the defendant and does not suspend the judgment.

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International jurisdiction Dutch Court over civil and commercial claims

International jurisdiction Netherlands Court over civil and commercial matters (principal rule)

A Dutch attorney can file claims with the Dutch Courts based on property law, the law of obligations, the law of contracts, the law of tort or on intellectual property rights. The claim has to be brought before a Dutch court by filing a Writ of Summons at the Registry of the court.  In the  Writ of Summons the defendant is invited to appear in the Dutch Court on a specific day.

Dutch Legal Advice Netherlands Lawyer

The Dutch court has jurisdiction if the defendant has his domicile or habitual residence in the Netherlands (the ‘forum rei’ rule). The domicile and habitual residence of commercial partnerships and legal persons are the Municipality that is appointed as seat of the commercial partnership or legal person and the place where its head office is actually located, respectively.

International jurisdiction Dutch Court over civil and commercial matters (alternative rules)

The Duch Code of Civil Procedure offers alternative criteria for jurisdiction with regard to legal proceedings initiated by a Writ of Summons, regardless of the domicile or habitual residence of the defendant. These criteria independently create  jurisdiction with the Dutch court has jurisdiction. These rules determine legal claim is linked in such a way to the territory of the Netherlands that jurisdiction of the Dutch court is justified.

Filing a Claim with Dutch Court

The Dutch attorney can also file a claim with the Court in the Netherlands in matters concerning:

  • contractual obligations, that have been performed or must be performed in the Netherlands;
  • an individual employment agreement or an agency agreement if the work is or used to be performed in The Netherlands;
  • an individual employment contract, if the work is performed temporarily in The Netherlands, concerning rights of action with regard to conditions of employment and labour conditions referred to in Directive 96/71/EC of the European Parliament and of the Council of 16 December 1996 concerning the posting of workers in the framework of the provision of services.
  • consumer contracs involving a consumer who has his domicile or habitual residence in the Netherlands and an opposite party who pursues commercial activities or his trade of profession (also) in the Netherlands;
  • obligations arisen from a tortious act, if the event that has caused the damage has taken place or may take place in the Netherlands;
  • real property rights in, as well as lease and farm lease agreements to immovable things located in the Netherlands (however, not over claims derived from a sale agreement with regard to immovable property in the Netherlands);
  • estates of a deceased natural person, if the last domicile or last habitual residence of the deceased was located in the Netherlands;
  • the validity, nullity or dissolution of commercial partnerships and legal persons established in the Netherlands;
  • legal claims and issues related to a bankruptcy, suspension of payment under a moratorium or the Debt Repayment Scheme for Natural Persons that has been proclaimed or granted in the Netherlands.

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