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Certificate Articles Of Incorporation

Certificate Articles Of Incorporation Template for Netherlands

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Key Requirements PROMPT example:

Certificate Articles Of Incorporation

"I need Certificate Articles of Incorporation for a Dutch tech startup with two founders, planning to issue 10,000 shares with different share classes (A and B shares), including a two-tier board structure with both a management and supervisory board, to be effective from March 1, 2025."

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Document background
The Certificate Articles of Incorporation serves as the founding document for establishing a legal entity in the Netherlands. This document is mandatory for all companies incorporating under Dutch law and must be prepared and executed as a notarial deed by a Dutch civil law notary. It contains essential information about the company's structure, including share capital, management arrangements, and corporate governance rules. The document is filed with the Dutch Chamber of Commerce (KVK) as part of the company registration process and serves as a reference point for shareholders, directors, and other stakeholders throughout the company's existence. Any subsequent modifications must be made through formal amendments following specific legal procedures. The Articles must comply with Book 2 of the Dutch Civil Code and other relevant corporate legislation.
Suggested Sections

1. Company Name and Seat: Official company name and statutory seat (registered office) location

2. Objects: Description of the company's business purposes and activities

3. Share Capital: Details of authorized, issued, and paid-up capital, including number and classes of shares

4. Shares: Provisions regarding share characteristics, rights, and obligations

5. Share Register: Provisions for maintaining the shareholders register

6. Share Transfer Restrictions: Rules and procedures for transferring shares

7. Management Board: Composition, appointment, dismissal, and powers of the management board

8. General Meeting: Rules for shareholder meetings, voting rights, and decision-making procedures

9. Financial Year and Annual Accounts: Definition of financial year and provisions for annual accounts

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

11. Amendment of Articles: Procedures for amending the articles of incorporation

12. Dissolution and Liquidation: Provisions for company dissolution and liquidation procedures

Optional Sections

1. Supervisory Board: Required if company opts for two-tier board structure, detailing composition and powers of supervisory board

2. Share Transfer Approval System: Detailed procedures for share transfer approval if more restrictive than standard requirements

3. Preemptive Rights: Special provisions for existing shareholders' rights in new share issuances

4. Lock-up Period: Temporary restrictions on share transfers for initial period after incorporation

5. Non-Competition: Restrictions on shareholders' competing activities

6. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake

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

Suggested Schedules

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

2. Initial Directors: List of initial management board members and their positions

3. Share Transfer Form: Standard form for executing share transfers

4. Power of Attorney: Standard form for representing shareholders in general meetings

5. Initial Share Capital Payment Confirmation: Bank confirmation of initial capital deposit

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

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alex.den.21@genieai.co
Clauses
Name and Seat
Corporate Purpose
Share Capital
Share Rights
Share Transfer
Share Issuance
Pre-emptive Rights
Share Certificates
Management Structure
Board Appointments
Board Powers
Board Meetings
Representation Authority
Supervisory Board
General Meetings
Voting Rights
Meeting Procedures
Financial Statements
Profit Distribution
Dividend Rights
Reserve Funds
Amendment Procedures
Dissolution
Liquidation
Indemnification
Corporate Governance
Notice Requirements
Quorum Requirements
Decision-Making
Share Register Maintenance
Relevant Industries

Legal Services

Professional Services

Banking & Finance

Technology

Manufacturing

Retail

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Education

Hospitality

Media & Entertainment

Consulting

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Executive Leadership

Risk Management

Corporate Governance

Business Development

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Counsel

Compliance Officer

Company Director

Board Member

Corporate Lawyer

Notary

Business Development Manager

Entrepreneur

Investment Manager

Risk Manager

Corporate Governance Officer

Company Administrator

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Main legislation governing legal entities in the Netherlands, including requirements for Articles of Incorporation, corporate structure, and management arrangements
Commercial Register Act 2007 (Handelsregisterwet): Legislation governing the registration of companies in the Netherlands Commercial Register, including requirements for documentation and information that must be provided
Dutch Notaries Act (Wet op het notarisambt): Law governing the role and requirements of notaries in company incorporation, as Articles of Incorporation must be executed as a notarial deed
Trade Register Decree 2008 (Handelsregisterbesluit): Detailed regulations regarding company registration requirements and procedures with the Chamber of Commerce
Dutch Tax Law (Wet op de vennootschapsbelasting): Corporate tax legislation that may influence certain provisions in the Articles of Incorporation, particularly regarding fiscal year and profit distribution
Management and Supervision Act (Wet bestuur en toezicht): Legislation governing corporate management structure, board composition, and supervision requirements
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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