Incorporatieleer
Incorporation theory
The incorporation doctrine is a principle of private international law according to which the legal form, formation and internal relations of a company are governed by the law of the country in which the company was incorporated.
The incorporation theory provides that the law of the country of incorporation governs the recognition and internal affairs of a legal entity. This means that the validity of the formation, the articles of association and the powers of the corporate bodies are assessed in accordance with that law.
In the Netherlands, the incorporation theory is applied in international company law, in contrast to the real seat theory prevailing in certain other European jurisdictions. The theory promotes legal certainty in cross-border activities and is reinforced by European case law, including the Centros judgment.
In practice, the incorporation theory is relevant to the recognition of foreign companies in the Netherlands and to questions concerning the transfer of the registered office or cross-border mergers.
“Under the incorporation doctrine, the internal affairs of the US LLC are governed by Delaware law, even though the company conducts all its activities in the Netherlands.”
Need legal advice?
Schedule a free consultation with one of our specialists