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Article Of Association Form Template for Netherlands

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Key Requirements PROMPT example:

Article Of Association Form

I need an Article of Association Form for a simple Dutch BV tech startup with two founding shareholders and standard governance structure, to be incorporated by March 2025, with provisions for future employee share schemes.

Document background
The Article of Association Form is a mandatory legal document required for establishing and registering any company in the Netherlands. It must be prepared in Dutch and executed before a civil law notary, who ensures compliance with Dutch law, particularly Book 2 of the Dutch Civil Code. This document is essential during company formation and continues to serve as the constitutional framework throughout the company's existence. It contains crucial information about the company's structure, governance, and operations, including share capital, management provisions, shareholder rights, and decision-making procedures. The Articles must be registered with the Dutch Chamber of Commerce (KvK) and any subsequent amendments require notarial execution and registration. This document is particularly important during corporate changes, financings, and in determining the rights and obligations of various stakeholders.
Suggested Sections

1. Name and Seat: Company name, statutory seat, and registered office location

2. Objects: Company's purpose and main activities

3. Share Capital: Authorized capital, nominal value of shares, and share classes

4. Shares: Share transfer restrictions, issuance procedures, and shareholders' rights

5. Register of Shareholders: Maintenance and content of the shareholders' register

6. Management Board: Composition, appointment, suspension, dismissal, and duties of the management board

7. Representation: Authority to represent the company and signing powers

8. General Meetings: Procedures for convening and conducting general meetings of shareholders

9. Decision-Making: Voting rights, quorum requirements, and majority requirements

10. Financial Year and Annual Accounts: Financial year definition and requirements for annual accounts

11. Profits and Distributions: Rules regarding profit allocation and dividend distributions

12. Amendment of Articles: Procedures for amending the articles of association

13. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Supervisory Board: Required for larger companies or when dual-board structure is chosen - details composition and duties of the supervisory board

2. Share Transfer Restrictions: Detailed procedures for share transfers, including right of first refusal and approval requirements

3. Founder Provisions: Special rights or obligations of company founders, used in startup contexts

4. Special Share Classes: Details of different share classes with varying rights and obligations

5. Corporate Groups: Provisions regarding group company relationships and intercompany arrangements

6. Indemnification: Protection of directors and officers against claims and liabilities

7. Electronic Communication: Provisions for electronic meetings and communications

8. Transitional Provisions: Temporary arrangements during company formation or restructuring

Suggested Schedules

1. Initial Shareholders: List of initial shareholders and their shareholdings

2. Share Transfer Deed Template: Standard form for executing share transfers

3. Board Rules: Detailed rules governing board operations and procedures

4. Share Certificate Template: Template for share certificates if physical certificates are issued

5. Corporate Structure Chart: Visual representation of company ownership and group structure

6. Special Rights Document: Details of any special rights attached to shares or granted to specific parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions









































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Energy

Transportation

Agriculture

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Education

Hospitality

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Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Management

Administrative

Corporate Services

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Legal Officer

Board Member

Managing Director

Corporate Governance Officer

General Counsel

Company Director

Legal Administrator

Corporate Services Manager

Governance Manager

Business Development Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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