On 1 July 2021, the Management and Supervision of Legal Entities Act (Wet bestuur en toezicht rechtspersonen or WBTR) will enter into force. However, two parts will enter into force at a later – to be determined – date pursuant to the amended Act of 11 June 2021 (Stb. 2021, 284).
These parts concern the one-tier management model for associations, cooperatives, mutual insurance societies and foundations and the rules on absence and inability to act applicable to the board members of an NV. With regard to the one-tier management model, it did not yet appear technically possible to indicate in the trade register whether a board member is an executive or non-executive director. According to the minister for legal protection, these types of legal entities may still have a one-tier board structure, despite the current absence of a legal basis for this model. This practice can consequently continue unaffected. With regard to the rules on absence and inability to act applicable to the board members of an NV, it turned out that transitional provisions on this subject were inadvertently left out of the WBTR.
Therefore, it will be provided in a bill containing miscellaneous provisions, currently in preparation, that, upon the next amendment of their articles of association, NVs must include provisions governing the absence or inability to act of supervisory board members. This is in line with the transitional rules applicable to other corporate forms (the BV, association and foundation). In addition to this update on the new date of entry into force for certain parts of the WBTR, this newsletter provides an overview of the most important changes the WBTR will introduce.