Company Articles of Association are mandatory documents required for incorporating any company in the Netherlands. This document serves as the company's constitution, establishing its fundamental rules and structure. It must comply with Dutch law, particularly Book 2 of the Dutch Civil Code, and requires execution before a civil law notary. The Articles of Association contain essential information about the company's share capital, management structure, shareholder rights, and corporate governance framework. They are filed with the Dutch Chamber of Commerce (KvK) and become publicly available. The document is crucial for both initial company formation and ongoing operations, as it governs key aspects of corporate decision-making, share transfers, and management powers. Amendments to the Articles typically require shareholder approval and must be executed through a notarial deed.
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1. Name and Registered Office: Company name and official registered address of the company
2. Objects: Description of the company's business purposes and activities
3. Share Capital: Details of authorized capital, types of shares, and nominal value
4. Shares: Provisions regarding share types, rights, and transfer restrictions
5. Share Register: Provisions for maintaining the shareholders register
6. Issuance of Shares: Procedures and conditions for issuing new shares
7. Transfer of Shares: Rules and procedures for transferring shares
8. Management Board: Composition, appointment, duties, and powers of the management board
9. General Meeting: Rules 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 association
13. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Supervisory Board: Required for larger companies or when dual-board structure is chosen - defines composition and duties of supervisory board
2. Share Transfer Restrictions: Detailed provisions for share transfer restrictions, often used in private companies
3. Protective Measures: Anti-takeover provisions, typically used in listed companies
4. Founder Shares: Special rights attached to shares held by founders
5. Electronic General Meetings: Provisions for holding virtual shareholder meetings
6. One-Tier Board Structure: Alternative to traditional two-tier board structure, combining management and supervisory roles
7. Conflict Resolution: Specific procedures for resolving disputes between shareholders
8. Industry-Specific Provisions: Additional provisions required for regulated industries (e.g., financial institutions)
1. Share Transfer Procedure: Detailed procedure for share transfers including valuation methods
2. Board Rules: Detailed rules governing the functioning of the management board
3. Share Capital History: Overview of share capital changes since incorporation
4. Voting Rights Table: Detailed breakdown of voting rights per share class
5. List of Initial Shareholders: Initial distribution of shares upon incorporation
6. Corporate Governance Compliance: Details of compliance with Corporate Governance Code provisions
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