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Certificate Of Incorporation Template for Netherlands

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Key Requirements PROMPT example:

Certificate Of Incorporation

"I need a Certificate of Incorporation for a Dutch private limited company (BV) in the technology sector, with a two-tier board structure including a supervisory board, and specific provisions for preferred shares with special voting rights."

Document background
A Certificate of Incorporation (Akte van Oprichting) is the fundamental legal document required to establish a company in the Netherlands. This document is essential when founding either a private limited company (BV) or public limited company (NV) and must be executed before a Dutch civil law notary. The Certificate of Incorporation includes crucial information such as the company's name, registered office, share capital structure, management provisions, and shareholder rights. It must comply with Dutch law, particularly Book 2 of the Dutch Civil Code, and serves as evidence of the company's legal existence. The document is filed with the Dutch Chamber of Commerce (KVK) and forms part of the public record. It's a crucial document for business operations, future transactions, and corporate governance matters.
Suggested Sections

1. Company Details: Official name of the company, registered office location, and type of legal entity (BV or NV)

2. Incorporator Information: Details of the person(s) or entity(ies) establishing the company, including full names, addresses, and identification details

3. Share Capital: Details of the company's authorized capital, issued shares, and nominal value per share

4. Share Provisions: Rules regarding share transfers, types of shares, and share certificates

5. Management Structure: Composition of the management board, appointment procedures, and management authorities

6. General Meeting: Rules for shareholder meetings, voting rights, and decision-making procedures

7. Financial Year: Definition of the company's financial year and annual accounts requirements

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

Optional Sections

1. Supervisory Board: Include when the company opts for a two-tier board structure with a separate supervisory board

2. Share Transfer Restrictions: Include when shareholders wish to implement specific restrictions on share transfers beyond statutory requirements

3. Profit Participation: Include when there are special arrangements for profit sharing or dividend policies

4. Non-Competition Clause: Include when shareholders or directors are restricted from competing activities

5. Tag-Along Rights: Include when minority shareholders are given the right to join in the sale of shares by majority shareholders

6. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in the sale of shares

Suggested Schedules

1. Bank Statement: Proof of initial share capital deposit

2. Shareholders Register: Initial registration of shareholders and their shareholdings

3. Powers of Attorney: If applicable, authorizations for representatives acting on behalf of incorporators

4. UBO Declaration: Declaration of Ultimate Beneficial Owners as required by Dutch law

5. Business Plan: Optional but often required by the notary for anti-money laundering compliance

6. Statement of No Objection: If required, approval from the Dutch Ministry of Justice

Authors

Alex Denne

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

Relevant legal definitions

























Clauses

























Relevant Industries

Legal Services

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Professional Services

Construction

Energy

Transportation

Agriculture

Education

Hospitality

Media and Entertainment

All Business Sectors

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Administrative

Corporate Services

Risk Management

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Company Director

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Compliance Officer

Business Development Manager

Corporate Governance Officer

Managing Director

Board Member

General Counsel

Legal Administrator

Risk Manager

Corporate Services Manager

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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