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Articles Of Organization For A Domestic Limited Liability Company Template for Netherlands

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Articles Of Organization For A Domestic Limited Liability Company

I need Articles of Organization for a Domestic Limited Liability Company for my Dutch tech startup, with two founding shareholders having equal ownership, and provisions for future investment rounds including specific share classes and anti-dilution protection, planned for incorporation in March 2025.

Document background
The Articles of Organization For A Domestic Limited Liability Company in the Netherlands (known as a BV - Besloten Vennootschap) is a mandatory document required when establishing a private limited liability company under Dutch law. This document must be prepared and executed in the Dutch language before a civil law notary and subsequently registered with the Dutch Chamber of Commerce (KVK). It serves as the constitutional document of the company, defining its basic structure, governance framework, and operational rules. The document incorporates requirements from the Dutch Civil Code Book 2 and the Flex BV Act, which modernized Dutch company law in 2012. It is particularly important as it establishes the rights and obligations of shareholders, defines the management structure, and sets out the rules for important corporate actions such as share transfers and general meetings.
Suggested Sections

1. Company Name and Formation: Official name of the company, formation date, and registered office location

2. Purpose and Activities: Description of the company's business objectives and permitted activities

3. Capital Structure: Details of share capital, types of shares, and nominal value

4. Shares and Share Certificates: Provisions regarding share transfers, certificates, and restrictions

5. Management Board: Composition, appointment, duties, and powers of the management board

6. General Meeting of Shareholders: Rules for shareholder meetings, voting rights, and decision-making processes

7. Financial Year and Annual Accounts: Specification of financial year, reporting requirements, and profit distribution

8. Amendment of Articles: Procedures for amending the articles of organization

9. Dissolution and Liquidation: Provisions regarding company dissolution and liquidation procedures

Optional Sections

1. Supervisory Board: Required if the company opts for a two-tier board structure

2. Share Transfer Restrictions: Detailed provisions for share transfer limitations if desired

3. Mandatory Share Transfer: Provisions for mandatory transfer of shares in specific circumstances

4. Tag-Along Rights: Protection for minority shareholders in case of sale by majority

5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale

6. Non-Competition Clause: Restrictions on competitive activities by shareholders or directors

7. Digital General Meetings: Provisions for holding virtual shareholder meetings

Suggested Schedules

1. Initial Shareholders: List of founding shareholders with their respective shareholdings

2. Share Capital Distribution: Detailed breakdown of share classes and distribution

3. Management Board Members: Initial appointment of management board members and their details

4. Deed of Incorporation: Original notarial deed of incorporation (as reference)

5. Power of Attorney: If applicable, powers granted to specific individuals to act on behalf of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

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Real Estate

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Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Compliance

Finance

Risk Management

Corporate Affairs

Company Secretariat

Strategic Planning

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Shareholder

Company Director

General Counsel

Corporate Governance Officer

Risk Manager

Business Development Director

Startup Founder

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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