Structuurvennootschap
structured company
A structuurvennootschap is a large Dutch NV or BV that meets the statutory criteria of the structure regime and is therefore required to establish a supervisory board with extensive powers.
A structure company is a public limited company (N.V.) or private limited company (B.V.) that is subject to the structure regime under Book 2 of the Dutch Civil Code. This regime applies to companies that, for three consecutive years, meet the following criteria: an issued share capital of at least €16 million, more than one hundred employees in the Netherlands and a mandatory works council.
The regime is significant because it governs the corporate governance of large enterprises and limits the powers of the general meeting of shareholders in favour of an independent supervisory board. Among other things, this board is granted the authority to appoint, suspend and dismiss members of the management board and to approve the annual financial statements.
In practice, application of the structure regime results in a more balanced allocation of powers within the company and affords enhanced protection to employees and other stakeholders in respect of material decisions.
“Since the company is a structuurvennootschap, the supervisory board must approve the appointment of the new director.”
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