Capital maintenance

Capital maintenance are statutory provisions or provisions under the articles of association A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
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Articles of Association
that envisage the protection of the capital of the limited company (in general) in the interest of their creditors.

Since the implementation of the Dutch “flex-BV” (flex limited company) only a public limited company is in fact subject to active capital maintenance.

Article 2:98c of the Dutch Civil Code provides, in sum, that a public limited company may not provide loans, provide security, give a price guarantee or otherwise warrant performance or bind itself jointly and severally, or otherwise, in addition to or on behalf of others for the purpose of subscribing for or acquiring share The portion of registered capital of a private or public limited company
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shares
in its capital or depositary receipts for those shares.

This prohibition applies on any subsidiaries as well.

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