Not For Profit Articles of Incorporation are essential when establishing a non-profit organization in the Netherlands, whether as a foundation (stichting) or association (vereniging). This document is required by Dutch law and must be executed in Dutch before a civil law notary. It contains the fundamental rules and principles governing the organization, including its purpose, structure, and governance mechanisms. The Articles must comply with Book 2 of the Dutch Civil Code and include specific provisions required for non-profit status. Organizations seeking tax-exempt status or ANBI designation must ensure their Articles contain additional required provisions. Once registered with the Dutch Chamber of Commerce (KvK), these Articles become the organization's constitutional document, with any amendments requiring notarial execution.
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1. Name and Registered Office: Legal name of the organization and its official registered address in the Netherlands
2. Purpose and Objectives: Clear statement of the organization's non-profit purpose, goals, and activities it will undertake to achieve them
3. Duration: Statement about the duration of the organization (typically perpetual)
4. Membership Structure: Details about membership categories, rights, and obligations (for verenigingen) or statement of no membership (for stichtingen)
5. Board Composition: Structure of the board, number of board members, appointment procedures, and terms of office
6. Board Duties and Powers: Responsibilities and authority of the board, decision-making processes, and representation powers
7. Financial Year and Annual Accounts: Definition of the financial year and requirements for financial reporting
8. Amendment of Articles: Procedures for amending the articles of incorporation
9. Dissolution and Liquidation: Procedures for dissolution and distribution of remaining assets in accordance with non-profit purposes
1. Supervisory Board: Required when implementing a two-tier board structure, detailing composition and responsibilities of the supervisory board
2. Advisory Council: Optional section for organizations wanting to establish an advisory body to provide guidance
3. Committees: Structure and rules for special committees or working groups within the organization
4. ANBI Status Provisions: Required when seeking public benefit organization (ANBI) status, including specific provisions required by tax authorities
5. Conflict of Interest Policy: Detailed procedures for handling conflicts of interest among board members and key personnel
6. General Assembly: Required for associations (verenigingen), detailing meeting procedures and voting rights
1. First Board Members: List of initial board members and their positions at incorporation
2. Detailed Activities Description: Comprehensive list of planned activities and programs
3. Internal Regulations Reference: Reference to separate internal regulations document (huishoudelijk reglement)
4. Financial Procedures: Detailed financial management procedures and controls
5. Founding Capital Statement: Statement of initial capital or assets (if any) at incorporation
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