By Laws Articles Of Association Template for Netherlands

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Key Requirements PROMPT example:

By Laws Articles Of Association

"I need By Laws Articles of Association for a Dutch technology startup BV being incorporated in March 2025, with multiple share classes and specific founder vesting provisions, including a supervisory board structure to attract future international investment."

Document background
By Laws Articles Of Association (Statuten) are required for every incorporated entity in the Netherlands and must be executed in notarial deed form before a Dutch civil law notary. This document is essential during company formation and continues to govern the company's operations throughout its existence. It contains mandatory provisions required by Dutch law, including corporate structure, share capital arrangements, management organization, and shareholder rights. The Articles must be filed with the Dutch Trade Register (Handelsregister) and any subsequent amendments require notarial execution and registration. They serve as the primary reference point for corporate governance matters and are particularly crucial during significant corporate events such as share transfers, management changes, capital increases, or corporate restructuring. The document must comply with Book 2 of the Dutch Civil Code and may need to incorporate additional requirements for specific company types (BV or NV) or regulated sectors.
Suggested Sections

1. Name and Registered Office: Company name, legal form, and official registered address of the company

2. Objects: 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 transfers, certificates, and share characteristics

5. Register of Shareholders: Provisions regarding the maintenance and access to the shareholders register

6. Issue of Shares: Procedures and conditions for issuing new shares

7. Transfer of Shares: Requirements and restrictions for share transfers, including transfer limitations

8. Management Board: Composition, appointment, suspension, dismissal, and duties of managing directors

9. Decision-making by the Management Board: Rules for management board meetings and decision-making processes

10. Representation: Powers to represent the company and signature requirements

11. General Meetings: Rules for convening and conducting shareholder meetings

12. Decision-making by Shareholders: Voting rights, quorum requirements, and majority requirements

13. Financial Year and Annual Accounts: Financial year definition and requirements for annual accounts

14. Profits and Distributions: Rules for profit allocation and dividend distributions

15. Amendment of Articles: Procedures for amending the articles of association

16. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Supervisory Board: Required for larger companies or when voluntarily implemented - includes composition, duties, and decision-making processes

2. Committees: Optional section for companies establishing specific committees (e.g., audit, remuneration)

3. Casting Vote: Special voting provisions for breaking deadlocks in board decisions

4. Founder Shares: Special rights attached to shares held by company founders

5. Employee Participation: Required for companies subject to Works Council Act requirements

6. Corporate Governance Provisions: Required for listed companies following the Dutch Corporate Governance Code

7. Lock-up Provisions: Optional restrictions on share transfers for specific periods or conditions

8. Tag-along and Drag-along Rights: Optional provisions for share transfer rights in specific situations

Suggested Schedules

1. Share Capital History: Overview of historical changes in share capital structure

2. Share Transfer Restrictions: Detailed procedures and forms for share transfers

3. Management Board Regulations: Detailed rules governing management board operations

4. Supervisory Board Regulations: Detailed rules governing supervisory board operations (if applicable)

5. Power of Attorney Template: Standard form for proxy voting in general meetings

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Agriculture

Construction

Education

Telecommunications

Media and Entertainment

Hospitality

Non-profit Organizations

Life Sciences

Mining and Resources

Aerospace and Defense

Consumer Goods

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Management

Board of Directors

Supervisory Board

Corporate Secretariat

Finance

Risk Management

Shareholder Relations

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Corporate Governance Officer

Board Secretary

Managing Director

Company Director

Corporate Lawyer

In-house Counsel

Risk Manager

Company Secretary

Shareholder Relations Manager

Legal Administrator

Governance Specialist

Regulatory Compliance Manager

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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