Management and Supervision of Legal Persons Act
The Management and Supervision of Legal Persons Act (hereinafter: WBTR – Dutch acronym) will enter into force on 1 July 2021. This law has consequences for, among other things, the articles of association of new and existing associations and foundations. With the WBTR, the regulation for the management and supervision of associations and foundations is supplemented and clarified.
WBTR - what's going to change?
The changes are aimed at establishing supervision of the policy of board members. In addition, it must be stated on paper how the duties and powers are exercised in the event of the absence or inability to act of board members.
The WBTR also states that in the event of a conflict of interest for associations and foundations, the same regulation applies as for a Dutch BV and NV.
Finally, liability for directors in the event of bankruptcy. For this too, the scheme is aligned with BV and NV and the directors are jointly and severally liable.
Legal partner Student Union
Our partner Damsté Advocaten | Notaries has written a memorandum in which an explanation is given for each change that the WBTR implies.
It is not necessary for associations and foundations with Union recognition to change the statutes. The law was written from the idea that there will be a legal basis for a supervisory body at, for example, large healthcare institutions.
If an association or foundation intends to change its articles of association within 5 years, it is mandatory to comply with the rules of the WBTR. If the association or foundation is functioning properly now, then nothing is wrong and it is advisable not to immediately amend the articles of association. This prevents unnecessary costs.