rechtspersoon

Rechtspersoon is a term used in Dutch and other civil-law jurisdictions to denote a legal entity that is recognized by law as having an independent legal personality, separate from its owners or members. A rechtspersoon can own property, enter into contracts, sue and be sued, and continue to exist beyond the life of its founders.

Formation and recognition: A rechtspersoon is created by a formal act or registration that establishes its statutes or articles of association and appoints its governing body. Once registered, it enjoys capacity to act in its own name and is treated as a subject of law with rights and obligations independent of its members or founders. Governance is typically carried out by a management board or equivalent body.

Types: Typical examples include corporations (such as private or public companies), associations with legal personality, and foundations. In many jurisdictions, public bodies, municipalities, and other state entities are treated as rechtspersonen. Some entities without an incorporated form may be granted personality by statute, while traditional partnerships often do not have separate legal personality.

Liability and governance: The rechtspersoon bears its own obligations; its members or shareholders are usually not personally liable for its debts, beyond their contributed capital or any guarantees. Governance is exercised by the entity’s management in accordance with its statutes, and the entity is entitled to represent itself in contracts and litigation. Directors or officers may have fiduciary duties and, in some cases, personal liability for misconduct.

Dissolution: A rechtspersoon may be dissolved and liquidated under statutory rules. Upon dissolution, its assets are used to satisfy creditors, and the remaining assets are distributed according to law or the entity’s statutes. The entity ceases to exist as a separate legal person after liquidation.