The Articles of Organization For Limited Liability Company is a mandatory legal document required when establishing a B.V. (Besloten Vennootschap) in the Netherlands. This document must be prepared in Dutch and executed before a civil law notary, forming part of the company's deed of incorporation. It outlines fundamental aspects such as the company's name, registered office, objectives, share capital structure, management framework, and shareholder rights. The articles must comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code, and are registered with the Chamber of Commerce (KvK). This document is essential for business formation and serves as the primary reference for corporate governance, shareholder relationships, and operational procedures throughout the company's existence. Any subsequent modifications require notarial execution and registration with the KvK.
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1. Name and Registered Office: Company name, statutory seat, and registered office address
2. Objects of the Company: Description of the company's business purposes and activities
3. Share Capital: Details of authorized capital, nominal value of shares, and share classes
4. Shares and Share Certificates: Provisions regarding share types, rights, and certification
5. Share Register: Requirements for maintaining the shareholders register
6. Share Transfer Restrictions: Rules and procedures for transferring shares
7. Management Board: Composition, appointment, duties, and powers of the management board
8. Representation: Rules regarding who can represent the company
9. General Meetings: Procedures for shareholder meetings, voting rights, and decision-making
10. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting
11. Profits and Distributions: Rules for profit allocation and dividend distributions
12. Amendment of Articles: Procedures for amending the articles of organization
13. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Supervisory Board: Required if using a two-tier board structure, defines composition and duties of the supervisory board
2. Secretary: Optional provision for appointing a company secretary
3. Committees: Provisions for establishing board committees (e.g., audit, remuneration)
4. Electronic Communications: Provisions allowing for electronic meetings and communications
5. Tag-Along Rights: Minority shareholder protection provisions
6. Drag-Along Rights: Majority shareholder rights for forcing share sales
7. Lock-up Period: Restrictions on share transfers for a specific period
8. Conflict of Interest: Detailed procedures for handling conflicts of interest
9. Non-Competition: Restrictions on competitive activities by shareholders or directors
1. Initial Shareholders: List of founding shareholders and their initial shareholdings
2. Share Transfer Form: Standard form for documenting share transfers
3. Initial Directors: List of initial management board members
4. Power of Attorney: Standard form for delegating authority
5. Board Rules: Detailed rules governing board operations and procedures
6. Share Certificate Template: Standard form for share certificates if used
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