Bespoke Articles of Association are essential when establishing or significantly restructuring a company in the Netherlands. This fundamental document is required by Dutch law and must be executed in Dutch before a civil law notary, though English translations are commonly prepared. The document details the company's structure, governance, and operational framework, tailored to specific business needs while complying with Dutch corporate law requirements. Bespoke Articles of Association are particularly crucial when standard templates don't suffice due to specific shareholder arrangements, unique governance structures, or special corporate purposes. The document must align with Book 2 of the Dutch Civil Code and requires registration with the Dutch Chamber of Commerce (KvK). It serves as the company's constitution, governing everything from share transfers to board responsibilities, and forms the basis for all major corporate decisions.
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1. Name and Registered Office: Company name and official registered address
2. Objects: The purpose and activities of the company
3. Share Capital: Details of authorized capital, nominal value of shares, and share classes
4. Shares: Provisions regarding share certificates, share transfers, and share registers
5. Issue of Shares: Procedures and conditions for issuing new shares
6. General Meetings: Rules for convening and conducting general meetings of shareholders
7. Management Board: Composition, appointment, duties, and powers of the management board
8. Representation: Who may represent the company and under what circumstances
9. Financial Year and Annual Accounts: Definition of financial year and procedures for annual accounts
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: Procedures for company dissolution and asset distribution
1. Supervisory Board: Required for large companies or when dual-board structure is chosen - details composition and duties of supervisory board
2. Transfer Restrictions: For private companies (BV) - specific restrictions on share transfers
3. Protective Measures: For public companies (NV) - anti-takeover provisions and protective preferences shares
4. Works Council: Required if company has a works council - provisions regarding employee participation
5. Executive Committee: If applicable - provisions for executive committee structure below management board
6. Share Classes Rights: If multiple share classes exist - specific rights and obligations attached to different share classes
7. Proxy Voting: For listed companies - detailed provisions about proxy voting arrangements
8. Electronic Meetings: Provisions allowing for virtual/hybrid shareholder meetings
1. Share Capital History: Historical overview of changes in share capital structure
2. First Managing Directors: Initial appointment of managing directors upon incorporation
3. Share Transfer Regulations: Detailed procedures and forms for share transfers
4. Board Rules: Detailed rules governing board operations and decision-making
5. Power of Attorney: Standard form for granting power of attorney in shareholder meetings
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