MEINEMA Cham ber on the grounds that the entrepreneur could not rea sonably have come to this decision, considering all the interests(art 26 WOR). The Enterprise Cham ber is rticuarly keen on ensuring that the works council is a ble to give its a dvice at a time where it may have a real influence on the outcome of the decision. Furthermore, the works council has to give its approval to-broadly put-all matters relating to the working conditions in the enterprise(art. 27 WOR). If the approval is denied, the entrepreneur needs to ask the magistrate s court(kantonrechter) for permission to implement the me A certa in workers influence is also derived from the fact that trade unions are authorized to instigate an investigation procedure Mandatory rules: the limitof public policy As mentioned above, art. 2: 25 B W states that the provisions of Book 2 Bw may only be modified to the extent allowed by the specific provision. The enabling provisions are to be recognized by terms such as unless provided otherwise in the rticles, or the articles may state etc. Although it is generally held that art. 2: 25 BW is responsible for the mandatory nature of Dutch company aw, its limits are not quite clear Until recently, all articles of assocation were subject to prior govemment approval. The Ministry of Justice had to give a decaration of no objection before a company could incoporate and before an alteration of its articles could have effect. The Ministry had issued guidelines as to which provisions in the articles were allowed and which were not. Therefore, the lim its were set by the Ministry and rarely questioned in case law Now the situation has changed. The ministerial approval of a company rticles has been a bolished. The declaration of no objection nevertheless remains required for establishing whether the persons involved have no criminal antecedents nor an insolvency record. At the same time, some of the guidelines have been incorporated in book 2 BW. 17 Whilst the ministerial approval articles is no longer required, each civil law notary-an official who is authorised by law to record legal transactions-has the sole responsibility to ensure that the articles are in compliance with the statuto to some other le systems, the registration of the company under Dutch law is not subject to judical(or other) control. The incorporation of a company takes place upon the execution of the fomation document(akte van oprichting ) Upon registration and payment pursuant to the minimum capital requirements the directors cease to be jointly and severally liable for acts of the company Once the articles of association are operative, they function as the constitution of the company. Thus, resolutions of the com pany s organs may be annulled when they are in breach of the articles or in breach of statutory provisions (artt. 2: 14 and 15 BW). 8 At their turn, provisions in articles of association which are E.g. Hoge Raad 7October 1998, Nederlandse urispridentie 1999, 778(NS Reizigers) Act of 22 Juni 2000, Staatsblad 2000, 283. Pres. Rechtbank Assen, 10 May 1990, Nederlandse Jurisprindentie 1992, 487. Rechtbank Almelo, 6 March 1991, Nederlandse Jurispraddente 1992, 485MEINEMA 6 Chamber on the grounds that the entrepreneur could not reasonably have come to this decision, considering all the interests (art 26 WOR). The Enterprise Chamber is particularly keen on ensuring that the works council is able to give its a dvice at a time where it may have a real influence on the outcome of the decision.16 Furthermore, the works council has to give its approval to - broadly put - all matters relating to the working conditions in the enterprise (art. 27 WOR). If the approval is denied, the entrepreneur needs to ask the magistrate s court (kantonrechter) for permission to implement the measure. A certain workers influence is also derived from the fact that trade unions are authorized to instigate an investigation procedure. 4 Mandatory rules: the limit of public policy As mentioned above, art. 2:25 BW states that the provisions of Book 2 BW may only be modified to the extent allowed by the specific provision. The enabling provisions are to be recognized by terms such as unless provided otherwise in the articles , or the articles may state , etc. Although it is generally held that art. 2:25 BW is responsible for the mandatory nature of Dutch company law, its limits are not quite clear. Until recently, all articles of association were subject to prior government approval. The Ministry of Justice had to give a declaration of no objection before a company could incorporate and before an alteration of its articles could have effect. The Ministry had issued guidelines as to which provisions in the articles were allowed and which were not. Therefore, the limits were set by the Ministry and rarely questioned in case law. Now the situation has changed. The ministerial approval of a company s articles has been abolished. The declaration of no objection nevertheless remains required for establishing whether the persons involved have no criminal antecedents nor an insolvency record. At the same time, some of the guidelines have been incorporated in book 2 BW. 17 Whilst the ministerial approval of a company s articles is no longer required, each civil law notary - an official who is authorised by law to record legal transactions - has the sole responsibility to ensure that the articles are in compliance with the statutory provisions. As distinct to some other legal systems, the registration of the company under Dutch law is not subject to judicial (or other) control. The incorporation of a company takes place upon the execution of the formation document (akte van oprichting). Upon registration and payment pursuant to the minimum capital requirements the directors cease to be jointly and severally liable for acts of the company. Once the articles of association are operative, they function as the constitution of the company. Thus, resolutions of the company s organs may be annulled when they are in breach of the articles or in breach of statutory provisions (artt. 2:14 and 15 BW).18 At their turn, provisions in articles of association which are 16. E.g. Hoge Raad 7 October 1998, Nederlandse Jurisprudentie1999, 778 (NS Reizigers). 17. Act of 22 juni 2000, Staatsblad 2000, 283. 18. Pres. Rechtbank Assen, 10 May 1990, Nederlandse Jurisprudentie 1992, 487. Rechtbank Almelo, 6 March 1991, Nederlandse Jurisprudentie 1992, 485