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Model Articles Of Association For Limited Companies
"I need Model Articles Of Association For Limited Companies for a Dutch tech startup B.V. that will have three share classes (A, B, and C shares) with different voting rights, and include provisions for future investment rounds planned for March 2025."
1. Name and Registered Office: Company name, legal form (B.V.), and registered office location in the Netherlands
2. Objects: 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: Provisions regarding share types, rights, and obligations attached to shares
5. Share Register: Rules regarding the maintenance of the shareholders register
6. Share Transfer Restrictions: Procedures and restrictions for transferring shares
7. Management Board: Composition, appointment, suspension, removal, and duties of managing directors
8. Decision-making by the Management Board: Rules for management board meetings and decision-making processes
9. Representation: Powers to represent the company and signature requirements
10. General Meetings: Rules for shareholder meetings, voting rights, and decision-making
11. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting
12. Profit and Distributions: Rules for profit allocation and dividend distributions
13. Amendment of Articles: Procedures for amending the articles of association
14. Dissolution and Liquidation: Provisions regarding company dissolution and liquidation procedures
1. Supervisory Board: Required when implementing a two-tier board structure, detailing composition and duties of supervisory directors
2. One-Tier Board: Alternative to separate Management and Supervisory boards, implementing a single board with executive and non-executive directors
3. Share Transfer Exit Mechanisms: Additional provisions for drag-along, tag-along rights, and other exit mechanisms
4. Founders' Rights: Special rights or obligations of company founders
5. Different Share Classes: Detailed provisions for multiple share classes with different rights and obligations
6. Employee Participation: Provisions regarding employee share ownership or participation schemes
7. Conflict Resolution: Specific procedures for resolving disputes between shareholders or with management
1. Share Capital Overview: Detailed breakdown of initial share capital allocation and any share premium
2. Definitions: List of defined terms used throughout the articles
3. Share Transfer Restrictions Procedures: Detailed procedures and forms for share transfers
4. Board Rules: Detailed rules governing board operations and procedures
5. Share Valuation Methods: Methods for determining share value in case of transfers
Authors
Professional Services
Technology
Manufacturing
Retail
Financial Services
Healthcare
Real Estate
Energy
Transportation
Agriculture
Construction
Media & Entertainment
Education
Hospitality
All Business Sectors
Legal
Corporate Governance
Compliance
Executive Management
Board Secretariat
Corporate Affairs
Risk Management
Administrative
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Member
Supervisory Board Member
General Counsel
Corporate Governance Officer
Company Director
Shareholder
Business Owner
Entrepreneur
Corporate Secretary
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