The Certificate Articles of Incorporation serves as the founding document for establishing a legal entity in the Netherlands. This document is mandatory for all companies incorporating under Dutch law and must be prepared and executed as a notarial deed by a Dutch civil law notary. It contains essential information about the company's structure, including share capital, management arrangements, and corporate governance rules. The document is filed with the Dutch Chamber of Commerce (KVK) as part of the company registration process and serves as a reference point for shareholders, directors, and other stakeholders throughout the company's existence. Any subsequent modifications must be made through formal amendments following specific legal procedures. The Articles must comply with Book 2 of the Dutch Civil Code and other relevant corporate legislation.
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Key Requirements PROMPT example:
Certificate Articles Of Incorporation
"I need Certificate Articles of Incorporation for a Dutch tech startup with two founders, planning to issue 10,000 shares with different share classes (A and B shares), including a two-tier board structure with both a management and supervisory board, to be effective from March 1, 2025."
1. Company Name and Seat: Official company name and statutory seat (registered office) location
2. Objects: Description of the company's business purposes and activities
3. Share Capital: Details of authorized, issued, and paid-up capital, including number and classes of shares
4. Shares: Provisions regarding share characteristics, rights, and obligations
5. Share Register: Provisions for maintaining the shareholders register
6. Share Transfer Restrictions: Rules and procedures for transferring shares
7. Management Board: Composition, appointment, dismissal, and powers of the management board
8. General Meeting: Rules for shareholder meetings, voting rights, and decision-making procedures
9. Financial Year and Annual Accounts: Definition of financial year and provisions for annual accounts
10. Profits and Distributions: Rules for profit allocation and dividend distributions
11. Amendment of Articles: Procedures for amending the articles of incorporation
12. Dissolution and Liquidation: Provisions for company dissolution and liquidation procedures
1. Supervisory Board: Required if company opts for two-tier board structure, detailing composition and powers of supervisory board
2. Share Transfer Approval System: Detailed procedures for share transfer approval if more restrictive than standard requirements
3. Preemptive Rights: Special provisions for existing shareholders' rights in new share issuances
4. Lock-up Period: Temporary restrictions on share transfers for initial period after incorporation
5. Non-Competition: Restrictions on shareholders' competing activities
6. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
7. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale
1. Initial Shareholders: List of founding shareholders with their respective shareholdings
2. Initial Directors: List of initial management board members and their positions
3. Share Transfer Form: Standard form for executing share transfers
4. Power of Attorney: Standard form for representing shareholders in general meetings
5. Initial Share Capital Payment Confirmation: Bank confirmation of initial capital deposit
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