MEINEMA that only a BV is subject to a mandatory share transfer restriction regime to ensure its closed character. As a consequence, only NVs may issue bearer shares(to the public) and be listed at a stock exchange. The provisions resulting from European Community directives apply mostly to NVs and B Vs alike The freedom of choice of corporation appears from the fact that the incorporation requirements are mainly fomal. There is no limit as to the amount of shareholders of an NV or a BV. Moreover, a legal entity may set up a com pany and be a director at the same time. Law firms and other partnerships may incorporate as an NV or a BV, an NV or Bv may be used to pursue non profit activ ities and other legal entities as foundations and associations may be used to conduct a business or to complete the legal structure of an enterprise. Special provisions do apply to banks, insurance companies and investment companie The freedom of choice of corporation is further illustrated by the easy conversion rules. A legal person may convert itself into a different legal person, art 2: 18 BW. It has to change its articles a notarial document of conversion has to be executed and the necessary fomation requirements have to be fulfilled. In case of conversion of or into a foundation and of an NV or Bv converting into an association, judicial authorise tion is required. IfNVs and BVs qualify as arge companies, a special regime applies. In order to qualify as a large company (structuurvennootschap), a company must have an issued capital of at least 13 million euro, employ at least a hundred workers(by itself or its subsidaries)and it(or a subsidary )must have established a works council (ondememingsraad) pursuant to the Works Council Act (et op de Ondernemingsraden, hereafter WOR). A large company is obliged to institute an independent supervisory board (raad ran commissarissen). The supervisory board has the power to appoint and remove executive directors, to adopt annual accounts Ind its consent is required for certa in decisions of the executive board(raad wan bestuur). To ensure its independence a rather complicated system of controlled co-optation has been created. Both the general meeting of the shareholders and the works council may propose candidates to the superv sory board. The members of the upervisory board are free to appoint whomever they choose, provided that the general meeting or the works council do not have any objections against a certain candidate. When one of them does, the supervisory board needs to enter proceedings at the Enterprise Chamber(Ondernemingskamer)-a special branch of the Amsterdam Court of Appeal (Gerechtshof)-to be able to carry the appointment ugh. International holdings or subsidiaries of intemational corporations are subject to a more lenient regime(the so-called mitigated regime ) In that case, it is the general meeting of the shareholders which has the power to appoint and remove executive directors and to adoptthe annual accounts. 3 An investment company may only be an NV, art. 2: 76a BW. For banks, a superv sory cons isting of at least three member is obligatory, art 10 of the Act on the Supervision of the Cr System 1992 (Wet toezicht kredienvezzn 1992). Insurance companies have to be either an Nve c-operative, art. 28 of the Act on the Supervision of the Insurance Industry 1993( Wet toezicht Currently, the structuurregime for large companies s underreview. Anopinion of the SocialMEINEMA 2 that only a BV is subject to a mandatory share transfer restriction regime to ensure its closed character. As a consequence, only NVs may issue bearer shares (to the public) and be listed at a stock exchange. The provisions resulting from European Community directives apply mostly to NVs and BVs alike. The freedom of choice of corporation appears from the fact that the incorporation requirements are mainly formal. There is no limit as to the amount of shareholders of an NV or a BV. Moreover, a legal entity may set up a company and be a director at the same time. Law firms and other partnerships may incorporate as an NV or a BV, an NV or BV may be used to pursue non-profit activities and other legal entities as foundations and associations may be used to conduct a business or to complete the legal structure of an enterprise. Special provisions do apply to banks, insurance companies and investment companies.2 The freedom of choice of corporation is further illustrated by the easy conversion rules. A legal person may convert itself into a different legal person, art. 2:18 BW. It has to change its articles, a notarial document of conversion has to be executed and the necessary formation requirements have to be fulfilled. In case of conversion of or into a foundation and of an NV or BV converting into an association, judicial authorisation is required. If NVs and BVs qualify as large companies , a special regime applies. In order to qualify as a large company (structuurvennootschap), a company must have an issued capital of at least 13 million euro, employ at least a hundred workers (by itself or its subsidiaries) and it (or a subsidiary) must have established a works council (ondernemingsraad) pursuant to the Works Council Act (Wet op de Ondernemingsraden, hereafter WOR). A large company is obliged to institute an independent supervisory board (raad van commissarissen). The supervisory board has the power to appoint and remove executive directors, to adopt annual accounts and its consent is required for certain decisions of the executive board (raad van bestuur). To ensure its independence a rather complicated system of controlled co-optation has been created. Both the general meeting of the shareholders and the works council may propose candidates to the supervisory board. The members of the supervisory board are free to appoint whomever they choose, provided that the general meeting or the works council do not have any objections against a certain candidate. When one of them does, the supervisory board needs to enter proceedings at the Enterprise Chamber (Ondernemingskamer) - a special branch of the Amsterdam Court of Appeal (Gerechtshof) - to be able to carry the appointment through. International holdings or subsidiaries of international corporations are subject to a more lenient regime (the so-called mitigated regime ). In that case, it is the general meeting of the shareholders which has the power to appoint and remove executive directors and to adopt the annual accounts.3 2. An investment company may only be an NV, art. 2:76a BW. For banks, a supervisory board consisting of at least three member is obligatory, art. 10 of the Act on the Supervision of the Credit System 1992 (Wet toezicht kredietwezen 1992). Insurance companies have to be either an NV or a co-operative, art. 28 of the Act on the Supervision of the Insurance Industry 1993 (Wet toezicht verzekeringsbedrijf 1993). 3. Currently, the structuurregime for large companies is under review. An opinion of the Social