Following the mandatory amendment of the Articles of housing corporations, subsidiaries must also bring their Articles in line with the Housing Act (Woningwet). This has to be done before 1 January 2018.
In connection with the assessment period of the Netherlands Authority for Housing Corporations, it is recommended to file the application for approval of the amendment of the Articles with the Authority before 1 September 2017.
In the Housing Act, a number of stipulations have been declared applicable to subsidiaries as well. Several of these stipulations are outlined below.
Object under the Articles
If a housing corporation has a 100 % owned subsidiary, the object of the subsidiary under the Articles must determine that it exclusively performs activities on the field of public housing. If the company is just partly associated with the housing corporation, it should at least in proportion to that part pursuant to its Articles be active in the field of public housing.
Shares
Equal rights and obligations should be attached to the shares of a subsidiary in proportion to their amounts. Furthermore, it must be possible to establish a right of pledge to the shares and it must not be allowed to attach obligations to a certain type of shares. Stipulations under the Articles that conflict herein shall be no longer permitted pursuant to the Housing Act.
General Meeting
In most cases, the General Meetings of subsidiaries will be formed by the housing corporations. The Articles of the subsidiary must stipulate that the prior approval of the General Meeting is required for a number of decisions, such as making investment of over 3 million euros, selling property or establishing a restricted right thereon if this involves an amount of at least 10 million euros.
Transfer restrictions
In contrast with the Simplification and flexibilisation of private limited liability companies Act (Wet vereenvoudiging en flexibilisering BV-recht), the Articles of subsidiaries must contain mandatory transfer restrictions. These limit the options to freely transfer the shares to third parties.
Information
There are different additional requirements for public limited companies and private companies with limited liability. If you have any questions on this subject or if you wish to amend the Articles of the subsidiary, please contact Yvonne Jansen.
