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Bespoke Articles Of Association
"I need Bespoke Articles of Association for a Dutch technology startup planning to implement a dual-board structure, with specific provisions for multiple share classes and employee stock ownership plan to be implemented by March 2025."
1. Name and Registered Office: Company name and official registered address
2. Objects: The purpose and activities of the company
3. Share Capital: Details of authorized capital, nominal value of shares, and share classes
4. Shares: Provisions regarding share certificates, share transfers, and share registers
5. Issue of Shares: Procedures and conditions for issuing new shares
6. General Meetings: Rules for convening and conducting general meetings of shareholders
7. Management Board: Composition, appointment, duties, and powers of the management board
8. Representation: Who may represent the company and under what circumstances
9. Financial Year and Annual Accounts: Definition of financial year and procedures for annual accounts
10. Profits and Distributions: Rules for profit allocation and dividend distributions
11. Amendment of Articles: Procedures for amending the articles of association
12. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Supervisory Board: Required for large companies or when dual-board structure is chosen - details composition and duties of supervisory board
2. Transfer Restrictions: For private companies (BV) - specific restrictions on share transfers
3. Protective Measures: For public companies (NV) - anti-takeover provisions and protective preferences shares
4. Works Council: Required if company has a works council - provisions regarding employee participation
5. Executive Committee: If applicable - provisions for executive committee structure below management board
6. Share Classes Rights: If multiple share classes exist - specific rights and obligations attached to different share classes
7. Proxy Voting: For listed companies - detailed provisions about proxy voting arrangements
8. Electronic Meetings: Provisions allowing for virtual/hybrid shareholder meetings
1. Share Capital History: Historical overview of changes in share capital structure
2. First Managing Directors: Initial appointment of managing directors upon incorporation
3. Share Transfer Regulations: Detailed procedures and forms for share transfers
4. Board Rules: Detailed rules governing board operations and decision-making
5. Power of Attorney: Standard form for granting power of attorney in shareholder meetings
Authors
Articles of Association
General Meeting
Management Board
Managing Director
Supervisory Board
Supervisory Director
Company
Shares
Shareholder
Share Certificate
Share Register
Financial Year
Written/In Writing
Electronic Means
Subsidiary
Group Company
Dependent Company
Works Council
Transfer
Distributable Reserves
Annual Report
Qualifying Shareholding
Corporate Body
Registered Office
Articles
DCC (Dutch Civil Code)
Register of Shareholders
Executive Committee
Meeting Rights
Voting Rights
Distributions
Chairman
Vice-Chairman
Secretary
Trade Register
Affiliated Company
Business Day
Record Date
Profit
Reserve Account
Share Transfer
Pre-emptive Rights
Management Authority
Board Composition
Shareholder Rights
General Meetings
Voting Rights
Dividend Rights
Share Issuance
Corporate Governance
Financial Reporting
Amendment Provisions
Dissolution
Representation
Supervisory Provisions
Conflict of Interest
Decision Making
Notice Requirements
Quorum Requirements
Director Appointment
Director Removal
Share Certificates
Share Register
Electronic Participation
Proxy Voting
Merger Provisions
Corporate Identity
Objects and Purpose
Registered Office
Financial Year
Annual Accounts
Profit Distribution
Reserve Accounts
Indemnification
Transitional Provisions
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Real Estate
Energy
Transportation
Agriculture
Construction
Media and Entertainment
Education
Telecommunications
Consumer Goods
Industrial Services
Legal
Corporate Governance
Executive Management
Board Secretariat
Compliance
Risk Management
Corporate Affairs
Shareholder Relations
Finance
Strategy
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Director
Compliance Officer
Corporate Governance Officer
Board Member
Managing Director
Chief Financial Officer
Head of Legal
Company Secretary
Legal Counsel
Corporate Lawyer
Governance Manager
Risk Manager
Shareholder Relations Manager
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