Articles of Association For Company Limited by Guarantee are fundamental constitutional documents used when establishing a legal entity in the Netherlands where members' liability is limited to a guaranteed amount rather than shareholding. This structure is particularly suitable for non-profit organizations, professional associations, and social enterprises operating under Dutch law. The document must comply with Book 2 of the Dutch Civil Code and requires execution before a Dutch civil law notary, followed by registration with the Chamber of Commerce (KvK). It contains essential provisions about the organization's purpose, governance structure, membership rights and obligations, board composition, and decision-making procedures. This document type is crucial for organizations seeking to operate with limited liability while maintaining a membership-based structure rather than a traditional shareholding model.
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1. Name and Registered Office: Legal name of the company and its official registered address in the Netherlands
2. Definitions and Interpretation: Key terms used throughout the articles and their meanings
3. Purpose and Activities: Company's objectives, permitted activities, and any restrictions
4. Membership: Qualifications, rights, and obligations of members, including guarantee amount
5. General Meetings: Procedures for convening and conducting general meetings, voting rights
6. Management Board: Composition, appointment, removal, powers and duties of the board
7. Representation: Who may represent the company and under what circumstances
8. Financial Year and Annual Accounts: Financial year definition, accounting requirements, audit provisions
9. Amendment of Articles: Procedures for changing the articles of association
10. Dissolution and Liquidation: Procedures for winding up the company and distributing assets
1. Supervisory Board: Include when the company opts for a two-tier board structure
2. Committees: Include when specific committees (e.g., audit, remuneration) are established
3. Electronic Communication: Include to enable virtual meetings and electronic voting
4. Indemnification: Include to provide protection for board members and officers
5. Transitional Provisions: Include when implementing significant structural changes
6. Internal Regulations: Include when detailed operational rules are needed separate from articles
7. Dispute Resolution: Include specific procedures for handling internal disputes
1. Membership Application Form: Standard form for applying for membership
2. Guarantee Form: Template for member guarantee commitments
3. Board Rules: Detailed rules governing board operations and procedures
4. Proxy Form: Standard form for appointing proxies for general meetings
5. Code of Conduct: Standards of behavior for members and officers
6. Committee Charters: Terms of reference for various committees if established
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