DutchCivilCodeBook2必威体育精装版荷兰民法典第2卷附公司治理法典等例析.doc

Dutch Civil Code Book 2 Book 2 Legal Persons Title 2.1 General provisions Article 2:1 Public legal persons- 1.?The State, the Provinces, the Municipalities, the Water Boards and all other bodies to which legislative power has been granted under the Dutch Constitution have legal personality.?- 2.?Other bodies charged with governmental duties only have legal personality if this results from what has been specified by or pursuant to law.?- 3.?The below listed Articles of the present Title (Title 2.1), except Article 2:5, do not apply to public legal persons as meant in the previous paragraphs. Article 2:2 Churches and other religious communities- 1.?Religious communities and their independent subdivisions and bodies in which they are united, have legal personality.?- 2.?They are governed by their own charter insofar the rules thereof are not in conflict with law. With the exception of Article 2:5, the below listed Articles of the present Title (Title 2.1) do not apply to them. Nevertheless, these Articles may be applied accordingly as far as this is in agreement with the charter of the religious community and the nature of the mutual relationships within that community. Article 2:3 Private legal personsAssociations (verenigingen), Cooperatives (co?peraties), Mutual Insurance Societies (onderlinge waarborgmaatschappijen), Open Corporations*)?(naamloze vennootschappen), Closed Corporations**)?besloten vennootschappen) and Foundations (stichtingen) have legal personality. *) ??Open Corporations are the equivalent of public limited companies under English law, i.e. companies with free tradable shares**) Closed Corporations are the equivalent of private limited companies under English law, i.e. companies with restricted tradable shares. Article 2:4 Defective formation and (property of) non-existing legal persons?- 1.?A legal person cannot come to existence in the absence of a deed signed by a notary insofar the law requires such a deed for the formation of this