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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

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About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
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Reviews (21)

Adam

No time was wasted on unnecessary formalities. The revisions were spot-on every time and required virtually no correction on our part. The document was accepted flawlessly by our investors.

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Meet our office

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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

Before you ratify, determine a number of key points. These choices determine whether the ratification has the intended effect.

Choice or question Why this matters legally
Who is authorized to ratify? Only the person on whose behalf the unauthorized action was taken, or an authorized body of the legal entity, can validly ratify.
Does this concern a BV in the process of being incorporated? For acts prior to incorporation, ratification by the incorporated company is required to release the director from personal liability.
Would you like to ratify the entire action or a part of it? Ratification is in principle indivisible; partial approval requires a separate agreement with the other party.
Has the other party already withdrawn? A counterparty can sometimes undo an unauthorized act as long as it has not yet been ratified; timely ratification is therefore important.
Is written form required? For some legal acts, a formal requirement applies; the ratification then follows the same form.
Clauses and provisions

Which components belong in a statement of ratification?

A ratification statement is concise but must be legally sound. The following components ensure that it is unequivocally established which action you are ratifying and with what result.

Provision Relevant to Legal point of attention
Parties Always Name of the ratifier (person or legal entity) and the person who acted without authorization.
Description of legal act Always Exact designation of the agreement or act being ratified, with date and reference number.
Statement of ratification Always Unambiguous text stating that the action is approved and counts as one's own action.
Retroactive effect In agreements Confirmation that the ratification has retroactive effect to the moment of the original action.
Scope With multiple actions Whether the ratification comprises a single act or a series of acts.
Date and signature Always Date of ratification and signature of an authorized representative.
Reference to establishment With pre-period BV. Link to the articles of incorporation when acting on behalf of a BV in formation.
Use in practice

How do you use this document correctly?

A statement of ratification is only effective if it is issued on time and by the right person. The steps below help you deploy the document at the right time.

Situation What should you do? Point of attention
As soon as you notice that unauthorized action has been taken Assess whether you want to accept the action You prevent the other party from unilaterally cancelling the agreement.
For signature Verify that the ratifier is authorized Ratification by an unauthorized person has no effect.
Upon incorporation of a BV. Include the ratification in the first board decisions The company is thus bound and the founder is no longer personally liable.
After signing Provide a copy to the other party The other party then knows for certain that the agreement binds you.
Common mistakes

Common mistakes

Ratification often goes wrong on formal points. These errors render the declaration weak or even ineffective.

Wrong Consequence Better approach
Ratification by an unauthorized person The legal act remains non-binding on the intended party Have an authorized representative or the appropriate body sign.
Describe the action too vaguely It is unclear which agreement has been approved Refer to the date, parties, and reference number of the original act.
Waiting too long to ratify The other party reverses the action Confirm as soon as possible after discovery.
Forgot to mention the retroactive effect Discussion regarding the start date Stipulate that the ratification has retroactive effect to the original date.
Oral confirmation regarding formal requirements The ratification is invalid Follow the same form as required by the original legal act.
Risk profile

What is your situation and what do you pay attention to?

The right approach depends on your situation. Below are the most common scenarios in which a statement of ratification is used.

Risk profile Example Focus in the document
Acting for the incorporation of a BV. A founder entered into a contract on behalf of the future BV Ratification by the incorporated company to remove personal liability.
Exceeding a power of attorney An authorized representative acted beyond his authority Assess whether you still wish to accept the overstepped action.
Acting without a power of attorney Someone signed on your behalf without any authority Prompt ratification prevents the other party from withdrawing.
Lack of authority on the part of a director A director acted in violation of an internal restriction Ratification by the competent body restores the binding nature of the undertaking.
Additional documents

When is this document not enough?

A statement of ratification resolves a lack of authority retroactively, but does not prevent future problems. In these situations, a different or supplementary document is advisable.

Situation Supplementary document Why
Situation Related document Explanation
You want to determine in advance who within the company is authorized to do what Shareholders' Agreement In this, you establish decision-making and powers between shareholders to prevent unauthorized actions.
You work together and want to divide tasks and mandates Cooperation Agreement In this, you determine who may act on behalf of the collaboration and within what limits.
The original agreement itself must be correct or be rectified Legal assistance A legal expert assesses the validity and, if necessary, draws up a binding agreement.
Explanation of this document

Drafting a ratification statement, why?

Not every entrepreneur knows exactly what ratification statements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is a statement of ratification?
A ratification statement is a written declaration by which a party—who previously performed a legal act without the required authority, consent, or formal validity—validates that legal act retroactively. Ratification is regulated in Article 3:58 of the Dutch Civil Code and has retroactive effect: the legal act is deemed to have been valid from the moment of commencement. The ratification statement is most frequently used in the following situations: a director who has signed an agreement without being authorized to do so pursuant to the articles of association or a power of attorney; a partner or shareholder who has acted without the required consent of fellow partners or the shareholders' meeting; a legal entity that performed a legal act prior to its incorporation and ratifies it after incorporation; and a situation in which the required consent of the spouse pursuant to Article 1:88 of the Dutch Civil Code is lacking. Our lawyers will draft a legally correct ratification statement for you that meets the requirements of Article 3:58 of the Dutch Civil Code and that confirms the legal validity of the previously performed legal act retroactively—even in the most complex corporate and contractual situations.
When is a statement of ratification required for an acting legal entity prior to incorporation?
This is the most common situation in which a ratification statement is used in corporate practice. A BV in formation — referred to as BV io — does not yet legally act as a legal entity. Agreements concluded on behalf of a BV io bind the founders personally, unless and until the company expressly ratifies the legal act after incorporation. Pursuant to Article 2:203 of the Dutch Civil Code, ratification by the BV after incorporation is required to bind the company and to extinguish the personal liability of the founders. The ratification must take place expressly — tacit performance of the agreement by the BV is in most cases insufficient for the complete extinguishment of the founder's liability. The ratification statement must be adopted by the board of directors of the newly incorporated company and issued as soon as possible after incorporation. Our lawyers will draft the correct ratification statement for you that fully extinguishes the personal liability of the founders.
How does ratification work in the case of unauthorized representation?
A common situation in practice is that a director, employee, or representative has signed an agreement without being authorized to do so. The counterparty relies on the validity of the agreement. The legal entity or the represented party wishes to make the agreement binding retroactively. Pursuant to Article 3:69 of the Dutch Civil Code, a legal act performed without authorization can be ratified by the person on whose behalf the act was performed. The ratification has retroactive effect: the agreement is valid from the moment of conclusion. Ratification is only possible as long as the counterparty has not yet annulled the agreement due to the representative's lack of authority. The declaration of ratification must be issued by the authorized representative of the legal entity — in most cases, a board resolution or a resolution of the General Meeting of Shareholders if the articles of association require it. Our lawyers assess whether ratification is still possible in your situation and draft the declaration.
When is ratification required in the absence of spouse consent?
Pursuant to Article 1:88 of the Dutch Civil Code, a spouse requires the consent of his or her partner for certain legal acts. This concerns sureties, gifts that do not fall within the scope of ordinary gifts, hire purchase agreements, and legal acts involving the termination or dissolution of the lease agreement for the marital home. If the required consent is lacking, the legal act is voidable pursuant to Article 1:89 of the Dutch Civil Code — the spouse may institute this action within three years of becoming aware of it. A declaration of ratification by the non-consenting spouse can lift this voidability. Particular point of attention: in business practice, Article 1:88 of the Dutch Civil Code often concerns sureties issued by a partner or director for debts of the company. Our lawyers advise you on the requirements for valid consent and, if necessary, draft a declaration of ratification.
What are the requirements for a valid statement of ratification?
A declaration of ratification must meet a number of formal and substantive requirements to have legal effect. The declaration must explicit : tacit ratification through conduct is, in principle, insufficient and risky. The declaration must be issued by the competent person or body: in the case of a BV, the Board of Directors or the General Meeting of Shareholders, depending on the articles of association; in the case of a private individual, the person concerned themselves. The declaration must sufficiently specifically identify the legal act to be ratified: date, nature of the legal act, counterparty, and relevant content. The declaration must be in writing if the legal act to be ratified requires written form. Furthermore, the declaration may not be issued if ratification is excluded by law or by agreement. Our lawyers ensure that your declaration of ratification meets all formal requirements and has the intended legal effect.
What are the consequences of ratification for the liability of the acting person?
Ratification has consequences for the liability of the person who acted without authorization. After ratification by the represented party, the liability of the unauthorized representative towards the counterparty lapses pursuant to Article 3:70 of the Dutch Civil Code — that liability existed because the counterparty was entitled to rely on the representative's authority. In the case of a BV in formation, ratification results in the company becoming jointly and severally liable, but the founder's personal liability in principle only lapses completely if the BV fully complies with its obligations. If ratification does not take place or is no longer possible, the unauthorized representative remains personally liable towards the counterparty. Our lawyers advise you on the consequences of ratification for the liability positions of all parties involved.
How does it work at MKBjuristen?
Following a brief intake, our lawyers map out the legal act to be ratified, the reason for the jurisdictional or consent issues, and the position of all parties involved. Based on this, we draft a declaration of ratification that restores the legal validity of the previously performed legal act, cancels the liability of the acting party, and complies with the formal requirements of the applicable statutory framework. We also advise you on whether ratification is still possible and desirable in your situation, or whether another legal avenue is more appropriate.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

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Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

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A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
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  • Have a document generated without legal review
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A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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