A clear and solid contract can make the different between successful business dealings and court proceedings because of misunderstanding and disagreements. A common misunderstanding among foreign entrepreneurs is that they often make commitments, not knowing that the oral commitments might be regarded as concluded agreement according to Dutch Law. Lot of misunderstanding can be avoided when the rights and obligations of parties are concluded in a contract. We help clients with strategic negotiations, reviewing existing contracts and draft all kinds of business to business contracts.
We advise our clients often in the negotiating phase and draft all kinds of contracts, such as:
We assist our clients to enforce the agreements which have not been executed. In case a settlement cannot be reached, we can initiate court proceedings.
In order to give the best advice we frequently support our clients in the negotiation stage and not - as happens all too often - once the contract is signed.
In case of cross borders’ businesses, more complex legal issues will be involved, such as the applicable law, the competent court, the enforceability of judgments. Yuen Law Firm has wide experience in national and international Legal and Arbitration procedures. In case of cross border litigation, we cooperate with trustful and reputable lawyers within our network to ensure clients’ best interest.
A good entrepreneur/managing board takes well-considered risks.
This consideration starts with the choice of the legal form of the company, because the legal form of the company determines the liability of the entrepreneur, the financial risks and the type of tax the entrepreneur has to pay.
We advise and assist companies with regards to all Company Law aspects ranging from the establishment to the liquidation of a company.
Our services include:
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There is only one owner in this kind of legal form. There is no distinction between the personal assets and the company assets. This means that the company’s creditors may put a claim on the personal assets of the owner as well as on the assets of the owner’s life partner, unless the owner is married under marriage settlements. Bankruptcy of the company means the bankruptcy of the enterpreneur.
In this legal form, there are two or more owners (partners). Nonetheless, there is no distinction between the personal assets and the company assets. The partners are jointly and severally liable for the legal obligations of the VOF.
Most of the companies in the Netherlands are incorporated in a private limited liability legal form. This legal forms has legal entity, which means that the company has its own rights and bears its own responsibilities. The capital is divided into shares, which are not freely transferrable. The shareholders are mentioned by name (in the register of shareholders) and are only liable for the invested amount. The creditors may not put a claim on the personal assets of the shareholders. The BV can be seen as the equivalent of the German “GmbH”, the English “Ltd” and the American “LLC”.
Since October 1st, 2012, the Bill on Simplification and Flexibilisation of the Private Company Law (“Wet Vereenvoudiging en flexibilisering BV-recht” or the so called: "flex-BV Act") entered into force, making important changes to Dutch law applicable to private companies with limited liability. Thus, the minimum share capital of € 18,000 for the incorporation of a BV has been abolished, as well as the submission of a bank statement and an auditor’s statement in case of a non-cash payment on shares. The restriction of transferability of shares has been abolished and for creditors’ protection reason, dividend may not be paid out when it is obvious that the BV cannot pay its own debts. Neglecting legal duties may lead to personal liability of the director (managing board).
Merger means that two or more companies become one company by making stock swaps or cash payments. In most cases parties voluntary decide to merge. In case of acquisition, one company will be taken over by another company. Legally speaking, the target company ceases to exist while the buying company buys the shares, takes control over the target company and swallows the business.
Carrying out a comprehensive legal and financial Due Diligence investigation is extremely important for determining the value of the company and to check if there are pitfalls.
More and more Chinese companies are looking for investment and cooperation opportunities with Dutch companies. Yuen Law Firm assists such companies to reach their goal. Yuen Law Firm has successfully assisted several mergers of Dutch companies by Chinese multinationals.
Yuen Law Firm cooperates with external accountants and specialists in Merger & Acquisitions in order to serve our clients' best interest.
We advise and assist our clients in:
Since 2016 Yuen Law Firm entered into a strategic cooperation with Benders Brandwijk & Partners (www.benderbrandwijk.nl), a company focusing on mergers and acquisitions, company valuations, interim management and business consultancy in the SME market. Yuen Law Firm is leading the China desk for all its China related Mergers and Acquisitions.
Dutch Labor law is a complicated area of law with lots of traps. A big part of the Dutch labor law is compulsory. This means that parties may not deviate from the legal provisions in force by making other stipulations in writing. For example, by agreeing on a longer probationary period than provided by law or stipulating a less favorable notice term for the employee.
Companies must make a well-considered decision how they want to dismiss an employee. Shall the company apply for a dismissal permit with the Labor Office or shall the case be brought to the Court? What are the differences and what are the consequences for the employer? In which cases is a summary dismissal allowed? How much compensation does the employer have to pay?
Most of the problems on the work floor can be prevented or defused by carefully drafted labor contract and staff regulations, saving both personnel and (in the end) legal costs. Our firm assists companies and individuals in all kind of Labor Law matters, such as:
As of July 1, 2015, the Dismissal Law has changed drastically in many ways. The employer is obliged to inform the employee at least one month in advance in writing that the temporary contract shall not be renewed (the so called "notice period"). If the employer fails to do so, he will be obliged to pay the employee a fee of one month salary. A contract with a term less than six months may not include a probation period anymore. A temporary contract may not include a non-competition clause, unless there are substantial business interests. Also, the compensation the employer shall has to pay the employee after at least two years employment has been substantially reduced.
About 30% of all bankruptcies in The Netherlands are caused by unpaid invoices.
What are the possibilities to enforce payment if the debtor does not pay in time or does not pay at all?
Legal proceedings take a lot of time and money. To secure the clients’ rights as much as possible, we will make a risk analyse first and will investigate if making attachment or seizure before starting a legal proceeding is possible and appropriate. This so-called prejudgment attachment is allowed by Dutch Law and is also used as a pressure remedy for immediately payment. If the case is not too complex and the claim is urgent, one can start interlocutory proceedings with the court. This is a simplified court procedure in which the court gives a decision within a very short time. Sometimes it is more effective to file bankruptcy of the debtor.
Together with the client we determine the right strategy how to collect the claim:
We advise our clients to prevent or to limit the risks of late payment or non-payment for example by using General Terms and Conditions or Delivery Terms in which payment conditions are stipulated. We also recommend delivering goods without transferring the full ownership until 100% payment.
Yuen Law Firm specializes in various immigration legal issues for private immigration as well as for corporate immigration. For over decades we have served hundreds of clients obtaining a Dutch residence permit. We help Chinese companies setting up their companies and businesses in the Netherlands and apply for them the required residence and work permits.
Entrepreneurs who intended to establish their business in the Netherlands must qualify the requirement of having added value for the Dutch economy. Points are awarded for the right provided documents, such like a well sustained business and financial plan. For optimizing the chance of success we help the client to provide the correct documents.
Our services include the application for:
Yuen Law Firm has another website with detailed information regarding immigration law: www.immigration-europe.com.
China's influence on the world economy has increased tremendously. China was a few years ago a cheap production country, nowadays China transforms from a cheap production country into a consumer market of 1.3 billion consumers in China. China is rapidly changing its legislation that is not always transparent and can differ by region. It is important to understand the impact of this legislation on your business. Besides the huge language barrier, there are enormous cultural differences that often lead to failed negotiations and collaborations.
Yuen Law Firm offers business advice and legal support to Dutch companies wishing to do business in China at an early stage to make proper preparations and to adjust expectations in order to avoid disappointments at the end of the ride. Entering into a joint venture with a Chinese company requires a lot of effort, time, understanding and patience. Our profound knowledge and years of experience enable us, if necessary in cooperation with experienced Chinese lawyers in China, to provide the right guidance to all of our clients.
Several years ago the Law Firm which is managed by founder Patty Yuen won “the Golden Sandglass” prize and has been named as “the Best Leading Niche Office of the Netherlands".
Interpreting and translating is more than only converting words from one language into another. A correct translation requires thorough knowledge, understanding of the subject and expertise in the concerning business and sector. Our worldwide network of linguists and native speakers combined with our professional knowledge of both languages, cultures and legal systems unable us to deliver translations of the highest level.
Translation Chinese – Dutch / English
Translation Dutch / English – Chinese