Material on this website is © 2012 Deloitte Global Services Limited, or a member firm of Deloitte Touche Tohmatsu Limited, or one of their affiliates. See Legal for copyright and other legal information.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.
Change of corporate object
A specific procedure is described by the Companies Code (NL / FR) applicable to a public limited liability company, a partnership limited by shares, a private limited liability company or a cooperative limited liability company that wants to change the corporate object described in the bylaws. This procedure is only applicable to the above mentioned companies if a statutory auditor has been appointed.
The board of directors must justify the proposed change in a specific report to the shareholders and attach a statement of assets and liabilities, not older than 3 months before the legal deed approving the change of corporate goal.
The statutory auditor is required to report on this statement of assets and liabilities. As prescribed by the IBR/IRE, such mission is a limited review and not an audit. The auditor will not express an opinion on the fair view of the equity, the financial position and the results of the company.
The reports of the statutory auditor and of the board are presented to the shareholders. The change of corporate goal (and related change in bylaws) is effective only after approval by the shareholders, in a meeting done in front of a notary and transcribed in an official notary deed.
