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Model Articles Of Association For Limited Companies Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
Model Articles Of Association For Limited Companies serve as a standardized template for establishing private limited companies (B.V.) in the Netherlands. This document is required during the company incorporation process and must be executed before a Dutch civil law notary. It contains mandatory provisions required by Dutch corporate law while allowing customization to suit specific business needs. The articles define the company's structure, governance, and operational framework, including share capital arrangements, management powers, shareholder rights, and decision-making procedures. This template ensures compliance with Dutch legal requirements while incorporating modern corporate governance practices and flexibility introduced by the Flex-BV law. It's particularly useful for new business formations, corporate restructurings, or updating existing articles to align with current legislation.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Professional Services

Technology

Manufacturing

Retail

Financial Services

Healthcare

Real Estate

Energy

Transportation

Agriculture

Construction

Media & Entertainment

Education

Hospitality

All Business Sectors

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Management

Board Secretariat

Corporate Affairs

Risk Management

Administrative

Regulatory Affairs

Relevant Roles

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

Industries







Teams

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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