De juridische infrastructuur van de maatschappelijke onderneming

Abstract

From the turn of the century on, the term social company (maatschappelijke onderneming) came into use for private organizations which serve the public interest, for example education, health care and council housing. In 2009 a bill was put forward, which proposed a special legal form for social companies. This legal form would be a modality of the association (vereniging) or the foundation (stichting). The bill has been withdrawn before coming up for discussion by the parliament. The prehistory of the bill is being described and the bill is being analysed. From this analysis six bottlenecks emerged. The characteristics which distinguish social companies from other companies are investigated. This distinction displays a social interest laid down by statute, which is served by the legal personality, and the compulsory presence of a supervising body. To social companies it is of vital importance to publicly give account for its actions and to make this public. The distribution of profit to financiers is on the merits not contrary to the nature of the social company. There are no clear parallels of the Dutch legal history found. Instead there are more recent examples of forms of capital stock companies which are oriented towards social interests. The forgoing bottlenecks are evaluated with the help of the conclusions of the research. To conclude an outline containing a statutory regulation is given, based on criteria of functionality, at which the social company will be a modality of the N.V. or B.V.. With this the need of social companies to be recognized as such is being fulfilled. Moreover, a generic legal framework is created which can reduce the demands for sector specific regulations both in laws and in governance codes.