Articles of Organization LLC (known as BV Articles of Association in the Netherlands) are required when establishing a private limited liability company (Besloten Vennootschap) in the Netherlands. This document is fundamental to the company's legal existence and must be drafted in Dutch and executed before a Dutch civil law notary. It contains mandatory provisions required by Dutch law, including the company's name, registered office, objectives, share capital structure, and governance framework. The Articles serve as the primary reference for shareholders' rights, management structure, and decision-making procedures. They must comply with the Dutch Civil Code and are filed with the Dutch Chamber of Commerce (KvK) as part of the company registration process. These Articles can be amended later through a formal process, but the initial version forms the foundation of the company's legal framework.
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1. Company Name and Registered Office: Official name of the BV and its registered address in the Netherlands
2. Purpose and Activities: Description of the company's business objectives and permitted activities
3. Share Capital: Details of the authorized capital, number and classes of shares, and nominal value
4. Shares and Share Certificates: Provisions regarding share types, rights, and transfer restrictions
5. Management Board: Structure, appointment, duties, and powers of the management board (bestuur)
6. General Meeting of Shareholders: Rules for shareholder meetings, voting rights, and decision-making processes
7. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting
8. Profit and Distributions: Rules for profit allocation, dividend payments, and other distributions
9. Amendment of Articles: Procedures for amending the articles of organization
10. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Supervisory Board: Required if opting for a two-tier board structure, detailing composition and duties of the supervisory board (Raad van Commissarissen)
2. Share Transfer Restrictions: Detailed provisions for share transfer procedures and restrictions beyond statutory requirements
3. Conflict Resolution: Specific procedures for resolving disputes between shareholders or board members
4. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of sale to third parties
5. Employee Participation: Provisions for employee share ownership or profit-sharing schemes
6. Special Voting Rights: Provisions for priority shares or specific voting arrangements
1. Initial Shareholders Register: List of initial shareholders with their shareholdings and details
2. Share Transfer Restriction Procedures: Detailed procedures and forms for share transfers
3. Management Board Regulations: Detailed rules governing the management board's operations
4. Power of Attorney: Standard format for granting powers of attorney to management board members
5. Company Logo and Corporate Identity: Official company logos and corporate identity guidelines
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