Company Articles of Incorporation are required when establishing a new legal entity in the Netherlands or modifying an existing company's fundamental structure. This document, which must be executed in Dutch before a civil law notary, outlines the company's basic framework including its name, registered office, objectives, share capital structure, management provisions, and shareholder rights. It serves as the primary governing document for the company and must comply with Book 2 of the Dutch Civil Code. The Articles are publicly available through the Dutch Chamber of Commerce (KvK) and form part of the company's permanent record. They are essential for corporate governance, decision-making processes, and protecting stakeholder interests. Any subsequent amendments must also be executed through a notarial deed.
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1. Name and Seat: Legal name of the company and its registered office location in the Netherlands
2. Objects: The company's business objectives and permitted activities
3. Share Capital: Details of the authorized capital, nominal value of shares, and share classes
4. Shares: Provisions regarding share certificates, share transfers, and share register
5. Shareholders Register: Requirements for maintaining the shareholders register and access rights
6. Issue of Shares: Procedures and requirements for issuing new shares
7. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including any transfer limitations
8. Management Board: Composition, appointment, suspension, removal, 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 general meetings of shareholders
12. Decision-making by Shareholders: Voting rights, quorum requirements, and majority requirements
13. Financial Year and Annual Accounts: Definition of financial year 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 incorporation
16. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Supervisory Board: Required for larger companies (structure regime) or if voluntarily implemented - includes composition, duties, and decision-making
2. Share Transfer Restrictions: Detailed provisions for share transfer restrictions, including right of first refusal or approval requirements
3. Lock-up Period: Temporary restrictions on share transfers, typically used in newly formed companies
4. Founder Provisions: Special rights or obligations of company founders, if applicable
5. Works Council: Provisions regarding works council rights if the company meets size requirements
6. Proxy Holders: Rules regarding the appointment and powers of proxy holders
7. Electronic Communication: Provisions for electronic meetings and communication if desired
8. Conflict Resolution: Specific procedures for resolving shareholder disputes
9. Tag-along and Drag-along Rights: Special share transfer provisions for minority shareholder protection or majority shareholder exit
1. Share Capital Overview: Detailed breakdown of initial share capital allocation and share classes
2. First Directors: List of initial managing directors and their details
3. Deed of Incorporation Details: Details of the notarial deed and incorporation process
4. Special Rights: Any special rights granted to founders or specific shareholders
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