The Articles of Incorporation and Certificate of Incorporation are mandatory legal documents required for establishing any limited liability company (BV or NV) in the Netherlands. These documents serve as the company's constitutional foundation and must be executed in Dutch before a civil-law notary. The Articles detail the company's internal organization, including share capital structure, management arrangements, and corporate governance rules, while the Certificate officially documents the incorporation process. These documents must comply with Dutch law, particularly Book 2 of the Dutch Civil Code, and require registration with the Dutch Chamber of Commerce (KVK). They are essential for establishing the company's legal existence and providing the framework for its operations, shareholder rights, and management structure.
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1. Introductory Statement: Formal introduction stating the notary's details and the appearance of incorporator(s)
2. Company Name and Seat: Official company name and statutory seat (registered office location)
3. Objects and Purpose: Description of the company's business objectives and activities
4. Share Capital: Details of authorized capital, issued shares, and nominal value
5. Shares: Types of shares, share rights, and transfer restrictions
6. Shareholders Register: Provisions regarding the maintenance of the shareholders register
7. General Meeting: Rules for shareholder meetings, voting rights, and decision-making
8. Management Board: Composition, appointment, duties, and powers of the management board
9. Representation: Rules regarding who can represent the company
10. Financial Year and Annual Accounts: Definition of financial year and provisions for annual accounts
11. Profit and Distributions: Rules for profit allocation and dividend distributions
12. Amendment of Articles: Procedures for amending the articles of incorporation
13. Dissolution and Liquidation: Provisions for company dissolution and liquidation procedures
1. Supervisory Board: Required if the company opts for a two-tier board structure
2. Transfer Restrictions: Detailed share transfer restriction provisions, if more extensive than standard
3. Lock-up Period: Provisions restricting share transfers for a specific period
4. Qualified Majority Requirements: Special voting majority requirements for specific decisions
5. Non-Competition: Restrictions on competitive activities by shareholders
6. Tag-Along Rights: Rights of minority shareholders to join in sale of shares
7. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
8. Anti-Dilution Provisions: Protection mechanisms against share dilution
1. Share Register Details: Initial shareholding information and shareholder details
2. Power of Attorney: If applicable, power of attorney for incorporation
3. Bank Statement: Proof of paid-up share capital
4. Board Resolution: Initial board resolutions upon incorporation
5. UBO Declaration: Declaration of Ultimate Beneficial Owners
6. Company Structure Chart: Visual representation of company structure, if part of a group
7. Additional Business Activities: Detailed list of company activities beyond main objects clause
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