WBTR: What does this mean for your organisation?

The Administration and Supervision of Legal Persons Act (WBTR) has been in force since 2021. For existing organisations, there is a transition period until 1 July 2026. Until then, articles of association can be amended if necessary.

Check your bylaws

Check whether the articles of association are in line with the WBTR. Pay particular attention to: board voting ratio, conflict of interest and what happens when directors temporarily or permanently drop out.

Are there any inconsistencies with the WBTR?

Then you can have it adjusted:
- In the bylaws.
- Or in the by-laws when this is possible.

Articles of association do not necessarily need to be amended immediately. Many organisations do this on a regular amendment. Thus, notary fees can be reduced.

What happens if you do nothing before 1 July?

From 1 July 2026, all statutes that violate the WBTR will automatically lapse. This does not mean the organisation/board will be fined, but old rules will no longer apply.

A transition period applies between 2021 and 1 July 2026: the WBTR is already in force, but the law allowed existing statutes to remain valid even if they were not fully WBTR-proof. Organisations could prepare and amend bylaws or regulations in the event of a regular amendment during this period.

From then on, articles of association that violate the law are no longer valid, but that does not automatically mean that every organisation has to go to the notary before that date.

What are the main changes in the law?

- Conflict of interest: Directors may not codecide on decisions in which they have a personal interest. For example: The secretary is a landscaper and the organisation's garden needs to be refurbished. The secretary is not allowed to co-decide on this purchase, to avoid conflicts of interest.

- Voting ratio: No director may have more votes than the rest of the board combined.

- Outage of directors: Arrangements must be made for what happens if the board is temporarily or completely unable to function. For example: The board of a voluntary organisation suddenly becomes completely ill. The members' meeting can appoint temporary directors so that contracts and banking can continue.

More information

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