Amended Articles of Incorporation are required when a Dutch company needs to make fundamental changes to its constitutional documents. These amendments might be necessary due to various business reasons such as corporate restructuring, changes in share capital, modification of governance structure, or adaptation to new legal requirements. The document must be prepared in accordance with Dutch law, particularly Book 2 of the Civil Code, and executed as a notarial deed. Before implementation, the amendments require shareholder approval and must be registered with the Dutch Commercial Register (Handelsregister). The document typically includes changes to company name, registered office, corporate objectives, share capital structure, management provisions, or other key organizational aspects.
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1. Introduction and Notarial Declaration: Formal introduction stating the date, notary details, and appearing parties
2. Company Name and Registered Office: Official company name and location of registered office
3. Objects of the Company: Description of the company's business purposes and activities
4. Share Capital: Details of authorized capital, issued shares, and nominal value
5. Shares: Characteristics of shares, share classes, and share certificates
6. Share Transfer Restrictions: Rules and procedures for transferring shares
7. Management Board: Composition, appointment, suspension, removal, and powers of the management board
8. General Meeting: Rules for shareholder meetings, voting rights, and decision-making
9. Financial Year and Annual Accounts: Definition of financial year and provisions regarding annual accounts
10. Profit and Distributions: Rules for profit allocation and dividend distributions
11. Amendment of Articles: Procedures for future amendments to the articles of incorporation
12. Dissolution and Liquidation: Provisions regarding company dissolution and liquidation procedures
1. Supervisory Board: Required if the company has a supervisory board structure (raad van commissarissen)
2. One-Tier Board: Required if the company opts for a one-tier board structure instead of separate management and supervisory boards
3. Preferred Shares: Required if the company has or wants to create preferred shares
4. Protective Measures: Optional provisions for anti-takeover mechanisms, required for listed companies with such protections
5. Works Council Rights: Required if the company has a works council with specific rights in relation to corporate governance
6. Electronic Meeting Provisions: Optional provisions allowing for virtual shareholder meetings and electronic voting
7. Indemnification: Optional provisions regarding indemnification of board members
8. Transitional Provisions: Required if specific arrangements are needed for transitioning to the new articles
1. Share Capital History: Overview of historical changes in share capital structure
2. Comparison Document: Side-by-side comparison of old and new articles showing all changes
3. Shareholders' Resolution: Copy of the shareholders' resolution approving the amendments
4. Regulatory Approvals: Copies of any required regulatory approvals for the amendments
5. Board Statement: Statement from the board regarding the reasons for and effects of the amendments
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