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Article Of Association Form
I need an Article of Association Form for a simple Dutch BV tech startup with two founding shareholders and standard governance structure, to be incorporated by March 2025, with provisions for future employee share schemes.
1. Name and Seat: Company name, statutory seat, and registered office location
2. Objects: Company's purpose and main activities
3. Share Capital: Authorized capital, nominal value of shares, and share classes
4. Shares: Share transfer restrictions, issuance procedures, and shareholders' rights
5. Register of Shareholders: Maintenance and content of the shareholders' register
6. Management Board: Composition, appointment, suspension, dismissal, and duties of the management board
7. Representation: Authority to represent the company and signing powers
8. General Meetings: Procedures for convening and conducting general meetings of shareholders
9. Decision-Making: Voting rights, quorum requirements, and majority requirements
10. Financial Year and Annual Accounts: Financial year definition and requirements for annual accounts
11. Profits and Distributions: Rules regarding 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 - details composition and duties of the supervisory board
2. Share Transfer Restrictions: Detailed procedures for share transfers, including right of first refusal and approval requirements
3. Founder Provisions: Special rights or obligations of company founders, used in startup contexts
4. Special Share Classes: Details of different share classes with varying rights and obligations
5. Corporate Groups: Provisions regarding group company relationships and intercompany arrangements
6. Indemnification: Protection of directors and officers against claims and liabilities
7. Electronic Communication: Provisions for electronic meetings and communications
8. Transitional Provisions: Temporary arrangements during company formation or restructuring
1. Initial Shareholders: List of initial shareholders and their shareholdings
2. Share Transfer Deed Template: Standard form for executing share transfers
3. Board Rules: Detailed rules governing board operations and procedures
4. Share Certificate Template: Template for share certificates if physical certificates are issued
5. Corporate Structure Chart: Visual representation of company ownership and group structure
6. Special Rights Document: Details of any special rights attached to shares or granted to specific parties
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Transportation
Agriculture
Construction
Education
Hospitality
Media and Entertainment
Telecommunications
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board of Directors
Executive Management
Administrative
Corporate Services
Risk Management
Business Development
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Legal Officer
Board Member
Managing Director
Corporate Governance Officer
General Counsel
Company Director
Legal Administrator
Corporate Services Manager
Governance Manager
Business Development Director
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