The Model Memorandum of Association is the cornerstone document required for establishing a legal entity in the Netherlands. This document, which must be executed as a notarial deed, is mandatory for all company incorporations under Dutch law. It sets out the fundamental aspects of the company's structure and governance, including share capital, management provisions, and shareholder rights. The Model Memorandum of Association must comply with the requirements of the Dutch Civil Code (Burgerlijk Wetboek) and be prepared and executed by a Dutch civil law notary. It serves as the company's constitutional document and is filed with the Dutch Chamber of Commerce (Kamer van Koophandel) as part of the registration process. The document remains relevant throughout the company's lifetime and may need to be amended as the company evolves.
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1. Notarial Introduction: Formal introduction stating date, notary details, and appearing parties
2. Company Details: Name, official seat, and registered address of the company
3. Objects: Description of the company's business purposes and activities
4. Share Capital: Details of authorized, issued and paid-up capital, nominal value of shares
5. Shares: Types of shares, rights attached to shares, share transfer restrictions
6. Shareholders Register: Provisions regarding the maintenance of the shareholders register
7. General Meeting: Rules for convening and conducting general meetings of shareholders
8. Management Board: Composition, appointment, duties and powers of the management board
9. Financial Year and Annual Accounts: Definition of financial year and provisions for annual accounts
10. Profit and Distributions: Rules for profit determination and distribution
11. Amendment and Dissolution: Procedures for amending the articles and dissolving the company
1. Supervisory Board: Required if the company opts for a two-tier board structure
2. Share Transfer Restrictions: Detailed provisions for share transfer restrictions, typically used in private companies
3. Non-Competition: Provisions restricting shareholders from competing activities, common in smaller private companies
4. Tag-Along Rights: Minority shareholder protection provisions, optional for companies with multiple shareholders
5. Drag-Along Rights: Majority shareholder rights for forced sale participation, optional for companies with multiple shareholders
6. Deadlock Resolution: Procedures for resolving shareholder disputes, recommended for 50/50 joint ventures
1. List of Initial Shareholders: Details of founding shareholders and their initial shareholdings
2. Power of Attorney: If applicable, powers of attorney for persons executing the deed
3. Bank Statement: Proof of paid-up capital (required for incorporation but as separate document)
4. Shareholders' Resolutions: Initial resolutions of shareholders regarding appointment of directors and other startup matters
Find the exact document you need
Model Articles Of Association For Private Companies
Standard Articles of Association template for Dutch private companies (BVs), establishing core company rules under Dutch law.
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Model Memorandum Of Association
A standardized notarial deed under Dutch law that establishes a company's legal existence and fundamental structure in the Netherlands.
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