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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."
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
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
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
Management Board
Managing Director
Supervisory Board
Supervisory Director
Shares
Shareholders
Articles of Association
Company
Financial Year
Annual Accounts
Annual Report
Written/In Writing
Share Certificate
Register of Shareholders
Transfer
Distributable Reserves
Subsidiary
Group Company
Dependent Company
Electronic Means
Record Date
Meeting Rights
Voting Rights
Corporate Body
Resolution
Business Day
Euronext Amsterdam
AFM
Trade Register
Civil Code
Works Council
Founder
Participating Interest
Persons with Meeting Rights
Profit
Qualified Majority
Quorum
Related Party
Special Resolution
Corporate Objects
Share Capital
Share Transfer Restrictions
Share Issuance
Pre-emptive Rights
Share Certificates
Management Authority
Board Composition
Board Appointment
Board Duties
Board Decision-Making
Representation Powers
General Meeting Authority
Meeting Procedures
Voting Rights
Majority Requirements
Financial Statements
Profit Distribution
Dividend Rights
Reserve Provisions
Amendment Rights
Dissolution
Liquidation
Corporate Governance
Supervisory Powers
Conflict of Interest
Indemnification
Electronic Communication
Notice Requirements
Proxy Voting
Share Pledges
Share Usufruct
Corporate Records
Jurisdiction
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
Legal
Corporate Governance
Compliance
Executive Management
Board of Directors
Supervisory Board
Corporate Secretariat
Finance
Risk Management
Shareholder Relations
Regulatory Affairs
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
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