��������Ƶ

A Constitution Document forms the bedrock of how a Dutch company operates, spelling out its basic rules, structure, and goals. Think of it as the company's DNA - it defines everything from shareholder rights and board responsibilities to core business activities and internal decision-making processes.

Under Dutch law (Book 2 of the Civil Code), every BV and NV must have this official document to legally exist. It needs to be drafted in Dutch and executed before a civil law notary. The constitution includes essential details like the company's registered name, seat in the Netherlands, share capital structure, and management framework. Companies regularly update it to reflect major changes in their organization.

You need a Constitution Document when starting any Dutch company, particularly a BV or NV. It's a crucial first step that happens before registering with the Chamber of Commerce (KvK). The document becomes especially important during major company changes like issuing new shares, appointing directors, or changing your business structure.

Keep your Constitution Document current and refer to it when making key business decisions. It guides voting procedures at shareholder meetings, sets rules for transferring shares, and defines management powers. Having clear constitutional rules helps prevent internal disputes and ensures smooth operations, especially during leadership transitions or when bringing in new investors.

• BV Constitution (private company): Most common type, with flexible share structures and management rules ideal for small to medium businesses
• NV Constitution (public company): More rigid format designed for publicly traded companies, with strict requirements for share transfers and corporate governance
• Cooperative Constitution: Tailored for member-owned organizations, emphasizing democratic control and profit-sharing arrangements
• Foundation Constitution (Stichting): Focused on non-profit purposes, without shareholders but with specific rules for board composition and social goals
• Association Constitution: Designed for clubs and social organizations, detailing membership rights and organizational democracy

• Civil Law Notaries: Must officially draft and execute the Constitution Document in Dutch, ensuring it meets legal requirements
• Company Founders: Provide input on core business details and approve the final document before incorporation
• Shareholders: Both initial and future shareholders are bound by the constitutional rules regarding voting rights and share transfers
• Board Members: Must operate within the powers and limitations set out in the constitution
• Corporate Lawyers: Advise on updates and amendments, ensuring compliance with Dutch corporate law
• Chamber of Commerce: Reviews and registers the constitution as part of company registration

• Company Details: Gather official company name, registered address, and intended business activities
• Share Structure: Decide on total share capital, types of shares, and their nominal value
• Management Setup: Define board structure, director appointment rules, and decision-making processes
• Stakeholder Input: Collect requirements from founders and initial shareholders about voting rights and transfer restrictions
• Legal Requirements: Use our platform to generate a legally compliant draft that meets Dutch corporate law standards
• Notary Preparation: Compile all required documentation for the civil law notary's review and execution

• Company Identity: Legal name, registered office location, and corporate form (BV/NV)
• Corporate Purpose: Clear description of permitted business activities and objectives
• Share Capital: Total authorized capital, number and types of shares, nominal value
• Management Structure: Board composition, appointment procedures, and decision-making powers
• Shareholder Rights: Voting procedures, profit distribution, and share transfer restrictions
• General Meetings: Rules for convening and conducting shareholder meetings
• Amendment Process: Procedures for changing the constitution and required majorities
• Dissolution Rules: Procedures for company liquidation and asset distribution

A Constitution Document is often confused with a Corporate Governance Document, but they serve different purposes in Dutch business law. While both deal with company management, their scope and legal standing differ significantly.

• Legal Status: A Constitution Document is legally mandatory and must be notarized to establish a company, while a Corporate Governance Document is an internal policy document that builds upon the constitution's framework
• Modification Process: Constitutional changes require notarial execution and registration with the Chamber of Commerce, whereas governance documents can be updated through internal procedures
• Content Focus: The constitution covers fundamental structure and rights, while governance documents detail day-to-day operational procedures and best practices
• Binding Power: Constitutional rules are legally binding on all company stakeholders, while governance policies primarily guide management behavior and can be more flexible