Omzetting als rechtsvormwijziging

Promotie: mw. B. Snijder-Kuipers, 16.15 uur, Academiegebouw, Broerstraat 5, Groningen
Proefschrift: Omzetting als rechtsvormwijziging
Promotor(s): prof.dr. L.C.A. Verstappen, prof.dr. M. van Olffen
Faculteit: Rechtsgeleerdheid
Contact: Birgit Snijder-Kuipers, tel. 020-577 14 47, e-mail: birgit.snijder@debrauw.com

‘Change of legal form’ instead of ‘conversion’

Doctoral candidate Birgit Snijder-Kuipers recommended to use the term ‘change of legal form’ instead of ‘conversion’. These words convey the meaning of this legal concept better. In the opinion of Snijder-Kuipers change of legal form is a form of amendment of the articles of association. A separate legal concept is not necessary. Advisors and legislators are advised by the doctoral candidate to give consideration to this legal concept when preparing legislation, articles of association, agreements and last wills.

The word ‘conversion’ has more than one meaning. One is conversion as meant in sections 2:18, 2:71, 2:72, 2:181 and 2:183 of the Dutch Civil Code. I refer to that legal concept as ‘change of legal form’. These words more accurately convey that this legal concept means the transformation of the legal form of the corporate entity. If there is a change of legal form the legal personality of the legal entity is maintained, as a result of which its assets are maintained. The central question is what is the nature, the function and the advisable scope of the legal concept of change of legal form under Dutch corporate law.

To the extent a foundation changes its legal form, the law prescribes that the assets are blocked at the time of change of legal form of the foundation. There is a ‘blocked assets clause’ in Dutch law. I describe the implications of the blocked assets clause.

The consequences of change of legal form to present legal relationships are also described. Finally, there is attention given to specific changes of legal form: religious denominations, partnerships and internationally the EESV, SE and SCE.

Birgit Snijder-Kuipers (Dordrecht, the Netherlands, 1971) finalised her study notarial law at the Faculty of Law, University of Amsterdam, the Netherlands. She investigated her dissertation at the Faculty of Law, section Private Law and Notarial Law at the Rijksuniversiteit Groningen. Snijder-Kuipers is working as candidate civil law notary at De Brauw Blackstone Westbroek and is Lecturer in Law at the section Private Law and Notarial Law, Rijksuniversiteit Groningen.