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Model Articles Of Association For Private Companies

Model Articles Of Association For Private Companies Template for Netherlands

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Model Articles Of Association For Private Companies

"I need Model Articles of Association For Private Companies for a Dutch tech startup with two founding shareholders, including provisions for future investment rounds and a one-tier board structure with three directors."

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Document background
Model Articles of Association For Private Companies are essential documents required for establishing and operating a private company (BV) in the Netherlands. These articles serve as the company's constitutional document and must comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code. The document is typically prepared during company formation but can be amended throughout the company's lifecycle to accommodate changing business needs. It contains crucial information about share capital structure, management arrangements, shareholder rights, and corporate governance procedures. Under Dutch law, the Articles must be executed in Dutch before a civil law notary and registered with the Dutch Chamber of Commerce (KvK). This model version provides a standardized template that can be customized to meet specific company requirements while ensuring compliance with mandatory legal provisions.
Suggested Sections

1. Name and Seat: Company name and registered office location

2. Objects: Company's business purposes and activities

3. Share Capital and Shares: Structure of share capital, nominal value, and types of shares

4. Share Register: Requirements for maintaining the shareholders register

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

6. Management Board: Composition, appointment, duties, and powers of the management board

7. Representation: Rules regarding who can represent the company

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

9. Financial Year and Annual Accounts: Financial year definition and requirements for financial reporting

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

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

12. Dissolution and Liquidation: Rules for company dissolution and asset distribution

Optional Sections

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

2. Share Classes: Include when company has multiple share classes with different rights

3. Protective Provisions: Special provisions protecting minority shareholders or specific stakeholder interests

4. Lock-up Period: Temporary restrictions on share transfers, typically used in newly formed companies

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

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

7. Non-Competition: Restrictions on shareholders engaging in competing businesses

8. Electronic Meetings: Provisions for holding virtual shareholder meetings

9. Founder Provisions: Special rights or obligations of company founders

Suggested Schedules

1. Share Transfer Procedure: Detailed procedure for share transfers including valuation methods

2. Board Rules: Detailed rules governing management board operations

3. Share Issuance Terms: Standard terms for issuing new shares

4. Deed of Incorporation: Original incorporation deed as historical reference

5. Shareholder Resolution Template: Standard format for recording shareholder resolutions

6. Initial Shareholders: List of initial shareholders and their shareholdings

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Agriculture

Energy

Transportation

Media and Entertainment

Education

Hospitality

Consumer Goods

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Corporate Affairs

Risk Management

Executive Leadership

Board of Directors

Company Secretariat

Administrative

Relevant Roles

CEO

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Member

Managing Director

Corporate Governance Officer

Risk Manager

Company Director

Head of Legal

Chief Operating Officer

Corporate Affairs 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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Model Articles Of Association For Private Companies

Standard Articles of Association template for Dutch private companies (BVs), establishing core company rules under Dutch law.

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Model Memorandum Of Association

A standardized notarial deed under Dutch law that establishes a company's legal existence and fundamental structure in the Netherlands.

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