Ratification of pre-incorporation contract

Prior to the incorporation of a company in the Netherlands, the performance of legal acts and contracts may be necessary.

According to Dutch law these legal acts can be ratified by the company subsequent to its incorporation. By ratification the company becomes liable for the ratified acts and pre-incorporation contracts. At the same time the person who entered into the pre-incorporation contract is no longer (personally) liable (notwithstanding some exceptions laid down in Dutch legislation and case law).