Corporate law

Many businesses start with a simple structure. One entrepreneur makes the decisions and the interests of the shareholders are aligned.

Growth creates a different reality. Investors, relatives, managers or foreign group companies become involved. Activities are divided between legal entities and important decisions require several approvals.

Questions then arise such as:

• who may make which decisions?
• which matters belong to the board and which to shareholders?
• who appoints and removes directors?
• which decisions require consent?
• how are profits distributed?
• can a shareholder freely transfer shares?
• what happens on death, incapacity or departure?
• how is a deadlock resolved?
• which liabilities does each person carry?
• does the structure still support growth or sale?

OneLane advises on:

• selection and establishment of legal entities;
• Dutch holding and group structures;
• shareholders’ agreements (aandeelhoudersovereenkomst);
• articles of association;
• joint ventures;
• management and employee participation;
• boards and supervision;
• corporate decision-making;
• share transfers;
• restructurings;
• corporate housekeeping;
• shareholder and board disputes;
• dissolution of legal entities.

The solution must align with strategy, tax, financing and daily operations.

The legal form affects ownership, management, decision-making and liability.

Potential structures include:

• sole proprietorships;
• partnerships;
• limited partnerships;
• Dutch private companies (BV);
• public companies (NV);
• cooperatives;
• foundations;
• associations.

The appropriate choice depends on:

• number of owners;
• objectives;
• liability;
• control;
• entry and exit;
• investors;
• profit allocation;
• tax;
• financing;
• continuity;
• succession or sale;
• international operations;
• reporting obligations.

A Dutch BV is not automatically the best structure, and a standard holding arrangement will not suit every entrepreneur.

A business may contain several different assets and risks, including:

• operating activities;
• real estate;
• intellectual property;
• employees;
• investments and excess cash;
• international operations;
• subsidiaries;
• financing;
• brands or business divisions.

Keeping everything in one entity may expose all assets to the same risks. An excessively complex group can, however, become expensive and difficult to manage.

We assess:

• which activities should be separated;
• where assets should be held;
• which entity should contract;
• where employees are employed;
• financing and security;
• intragroup liabilities;
• flows of money and services;
• decision-making;
• future transferability.

Detailed arrangements can appear unnecessary while all shareholders agree. Their value becomes clear when circumstances change.

A shareholders’ agreement may cover:

• board composition;
• reserved matters;
• funding;
• dividend;
• information rights;
• share transfers;
• pre-emption;
• valuation;
• new shareholders;
• management obligations;
• confidentiality and competition;
• leaver provisions;
• drag-along and tag-along rights;
• death or incapacity;
• deadlock;
• company sale;
• termination of the relationship.

The agreement must reflect the actual shareholder relationship. Two equal founders require different arrangements from a majority investor and minority founder.

Articles of association contain the formal corporate rules concerning matters such as:

• share classes;
• voting and economic rights;
• board structure;
• representation;
• corporate decisions;
• share transfers;
• meetings;
• distributions;
• dissolution.

A shareholders’ agreement can contain detailed and confidential arrangements between specific shareholders.

The documents must not unintentionally contradict one another.

OneLane reviews the interaction between:

• articles;
• shareholders’ agreements;
• management agreements;
• employment contracts;
• participation plans;
• loan agreements;
• family charters;
• wills and marital agreements.

A commercial relationship normally begins with trust and a shared plan. The parties should nevertheless discuss what happens when expectations change.

Relevant questions include:

• what does each party contribute?
• how much time will each person devote?
• how are remuneration and profit divided?
• who approves investments?
• what happens when additional funding is needed?
• who owns developed intellectual property?
• may participants conduct other business?
• what happens on incapacity or voluntary departure?
• how are shares valued?
• how are disputes resolved?
• when can the company be sold?

A joint venture may be established through a company or contractual arrangements.

Where parties have equal control, particular attention is required for decision-making, escalation, deadlock and exit.

An investor provides more than capital and may require rights concerning:

• information;
• budgets;
• board appointments;
• reserved matters;
• new share issues;
• dilution protection;
• dividends;
• liquidation preference;
• future funding;
• exit.

OneLane assists with:

• term sheets;
• investment agreements;
• shareholders’ agreements;
• articles;
• share issues;
• convertible loans;
• warranties;
• governance;
• tax and financial coordination.

A strong valuation may be less attractive when combined with extensive control or preference rights. We make those consequences clear before signing.

Participation can help retain key people and align interests.

Potential instruments include:

• ordinary shares;
• different share classes;
• non-voting shares;
• depositary receipts (certificaten);
• options;
• phantom shares;
• profit or bonus arrangements;
• management participation plans.

We address:

• eligibility;
• valuation and purchase price;
• financing;
• voting and information rights;
• dividends;
• vesting;
• departure;
• good- and bad-leaver provisions;
• compulsory transfers;
• exit;
• tax and payroll tax;
• administration;
• participant communications.

Share certification can separate economic entitlement from voting control.

A Dutch foundation administration office (stichting administratiekantoor, STAK) may hold the shares and issue depositary receipts.

This may be used for:

• family businesses;
• employee participation;
• succession;
• continuity;
• phased transfers;
• estate planning.

The governance should address the foundation’s board, appointment rights, information, distributions, transferability and exit.

The board manages the company and must act in the interest of the company and its connected enterprise.

That interest may differ from the personal interest of one shareholder or director.

Relevant matters include:

• division of responsibilities;
• information;
• internal decisions;
• approval rights;
• representation;
• financial control;
• risk management;
• distributions;
• continuity;
• conflicts of interest;
• documentation;
• supervision;
• liability.

OneLane creates workable governance arrangements so that directors know when they can act and when consultation or approval is required.

A director may have a personal interest that conflicts with the company’s interest.

This can arise where the director:

• is personally a party to a transaction;
• has an interest in another contracting party;
• is also a selling shareholder;
• benefits a relative;
• negotiates personal remuneration or management terms.

We assist with identifying the conflict, determining the correct decision-maker, obtaining independent advice and documenting the process.

A company has its own rights and obligations. A director is therefore not automatically personally liable for company debts.

Personal exposure can arise in exceptional circumstances involving serious misconduct, improper management or entering into obligations while knowing that the company cannot perform them.

We advise directors on:

• governance;
• administration;
• financial distress;
• distributions;
• conflicts of interest;
• decision-making;
• documentation;
• tax and reporting obligations.

Shareholders cannot automatically distribute every available reserve.

A proposed distribution requires consideration of:

• financial position;
• reserves;
• liquidity;
• future liabilities;
• financing covenants;
• investment requirements;
• continuity;
• creditor interests;
• shareholder and board approvals.

The board has its own responsibility to consider whether the company can continue paying its due debts after the distribution.

Independent supervision or advice may become valuable as the business grows.

An advisory board generally provides non-binding advice. A supervisory board (raad van commissarissen) has a formal corporate role.

We support:

• choice of model;
• duties and powers;
• composition;
• appointments;
• regulations;
• information;
• meetings;
• relationship with shareholders and management;
• conflicts of interest;
• liability.

Businesses make decisions every day but do not always document them correctly.

Problems may emerge when:

• shareholder resolutions are missing;
• directors were not properly appointed;
• shareholder registers are outdated;
• powers of attorney are unclear;
• articles do not reflect practice;
• share issues were incompletely processed;
• management agreements are missing;
• intragroup transactions lack approval;
• conflicts of interest were not documented.

OneLane supports:

• annual resolutions;
• approval of accounts;
• director appointments;
• share issues and transfers;
• shareholder registers;
• powers of attorney;
• board regulations;
• approval of major transactions;
• corporate calendars;
• digital corporate records.

New shares may be issued to raise capital or admit new shareholders.

Existing shares may transfer on:

• a sale;
• succession;
• management participation;
• shareholder departure;
• restructuring;
• gift;
• death;
• demerger.

We review transfer restrictions, pre-emption rights, approvals, valuation, purchase price, tax, warranties and notarial implementation.

A shareholder may leave because of retirement, termination of employment, incapacity, death, insolvency or conflict.

The documents should address:

• whether shares must be offered;
• who may acquire them;
• valuation;
• payment;
• restrictive covenants;
• loans and guarantees;
• confidentiality;
• communication.

Good- and bad-leaver rules may distinguish between different departure circumstances.

Disputes can concern strategy, dividends, financing, remuneration, information, performance, related-party transactions, investment or sale.

We distinguish:

• the legal position;
• the commercial and personal interests;
• the solution that keeps the company workable.

Potential routes include transparency, mediation, revised governance, share buyouts, demerger or formal proceedings.

Deadlock arrangements can involve escalation, mediation, binding advice, buyout mechanisms or company sale.

Restructuring may be required for:

• growth;
• risk separation;
• financing;
• investment;
• sale preparation;
• succession;
• international expansion;
• demerger;
• post-acquisition integration;
• group simplification.

Possible steps include:

• new entities;
• share or asset transfers;
• legal mergers;
• legal demergers;
• conversion of legal form;
• amendment of articles;
• certification;
• governance changes;
• dissolution of dormant entities.

The legal steps must be coordinated with tax, finance, employment law, VAT and payroll tax.

A legal merger (juridische fusie) transfers assets and liabilities by operation of law to another legal entity. A legal demerger (juridische splitsing) allocates assets and liabilities between legal entities.

These tools may support integration, separation, succession, risk management or sale preparation.

Formal procedures and creditor, employee, contractual and tax consequences must be considered.

Before dissolving an entity, the company must establish whether assets, liabilities, contracts, proceedings, tax obligations, employees or guarantees remain.

OneLane coordinates the legal termination, settlement, filings and retention of records.

A foreign group may operate through:

• a Dutch BV;
• a branch;
• direct contracting;
• a joint venture;
• an acquisition;
• a local distributor.

The appropriate model depends on activity, permanence, employees, contracts, liability, financing, governance, tax and expected growth.

OneLane coordinates establishment, articles, directors, group agreements, powers of attorney and ongoing corporate housekeeping.

Corporate-law matters in a transaction include:

• authority and approvals;
• transferability of shares;
• co-shareholder rights;
• drag and tag provisions;
• management participation;
• post-closing governance;
• rollover equity;
• board appointments;
• integration;
• pre- or post-closing restructurings.

Our corporate-law professionals work with the M&A Tax & Legal team to align transaction documents, articles, shareholder arrangements and tax structuring.

A corporate-law review may cover:

• legal form and group structure;
• articles;
• shareholders’ agreements;
• management agreements;
• shareholder registers;
• directors and authority;
• approval rights;
• corporate housekeeping;
• distributions;
• conflicts of interest;
• powers of attorney;
• participation plans;
• continuity;
• sale or succession readiness.

You receive a prioritised overview of risks, missing documents and recommended improvements.

1. We understand the business and its plans
We consider strategy, ownership, financing and expected changes as well as the legal documents.

2. We map control and risk
We identify who owns, who decides, which approvals apply and where liability or conflict may arise.

3. We design a workable solution
We compare structures and explain the practical consequences.

4. We document the arrangements
We prepare agreements, regulations and resolutions and coordinate notarial documents.

5. We support implementation
We organise approvals, signatures, registrations and coordination with tax and finance advisers.

6. We keep the structure current
We review the arrangements when shareholders, financing, growth, succession or sale change the organisation.

Corporate law should not unnecessarily obstruct commercial plans.

It should clarify who decides, who bears risk and what happens when circumstances change.

OneLane makes those arrangements before they come under pressure. This allows shareholders and directors to invest, cooperate and grow within a structure that also works when their interests are no longer fully aligned.