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Articles Of Association And Memorandum Of Association
I need Articles of Association and Memorandum of Association for a Dutch technology startup BV to be incorporated in March 2025, with provisions for multiple share classes and employee stock options, plus specific clauses for virtual shareholder meetings.
1. Name and Registered Office: Company name, legal form (BV/NV), and registered address in the Netherlands
2. Objects and Purpose: Description of company's business activities and objectives
3. Share Capital: Details of authorized capital, nominal value of shares, and share classes
4. Shares and Share Certificates: Provisions regarding share types, rights, and transfer restrictions
5. Register of Shareholders: Requirements for maintaining shareholder records
6. Issue of Shares: Procedures and conditions for issuing new shares
7. Transfer of Shares: Rules and restrictions regarding share transfers
8. Management Board: Composition, appointment, duties, and powers of the management board
9. General Meetings: Procedures for convening and conducting shareholder meetings
10. Decision-Making Process: Voting rights and procedures for both board and shareholder decisions
11. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting
12. Profits and Distributions: Rules for profit allocation and dividend distribution
13. Amendment of Articles: Procedures for amending the articles of association
14. Dissolution and Liquidation: Provisions for company dissolution and asset distribution
1. Supervisory Board: Required for larger companies or when opting for a two-tier board structure
2. Share Transfer Restrictions: Detailed provisions for share transfer limitations, often used in private companies
3. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of sale to third parties
4. Conflict Resolution: Specific procedures for resolving disputes between shareholders
5. Non-Competition Clause: Restrictions on competitive activities by shareholders or directors
6. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares
7. Electronic Meetings: Provisions allowing for virtual shareholder meetings and electronic voting
1. Initial Shareholders: List of founding shareholders with their respective shareholdings
2. Share Transfer Form: Standard form for executing share transfers
3. Initial Directors: Details of the first appointed directors and their positions
4. Power of Attorney: Template for delegating authority in company matters
5. Deed of Incorporation: Original incorporation document executed before a civil law notary
6. Bank Statement: Proof of initial capital deposit
7. UBO Declaration: Declaration of Ultimate Beneficial Owners as required by Dutch law
Authors
General Meeting
Management Board
Supervisory Board
Shares
Shareholders
Share Certificate
Register of Shareholders
Company
Financial Year
Annual Accounts
Written/In Writing
Subsidiary
Group Company
Transfer
Distributable Reserves
Voting Rights
Corporate Body
Dutch Civil Code
Chamber of Commerce
Managing Director
Authorized Capital
Issued Capital
Electronic Means
Record Date
Business Day
Annual Report
Audit Committee
Articles of Association
Ultimate Beneficial Owner
Qualifying Interest
Depositary Receipt
Board Rules
Conflict of Interest
Related Party
Resolution
Corporate Purpose
Share Capital
Share Classes
Share Transfer
Pre-emptive Rights
Management Structure
Board Composition
Board Powers
Board Meetings
Shareholder Rights
General Meetings
Voting Rights
Decision Making
Financial Statements
Dividend Distribution
Reserve Accounts
Amendment of Articles
Dissolution
Liquidation
Conflict Resolution
Notice Requirements
Appointment and Removal
Representation Authority
Corporate Governance
Share Issuance
Share Certificates
Shareholder Register
Electronic Communication
Indemnification
Supervisory Board
Liability
Fiscal Year
Audit Requirements
Quorum Requirements
Technology
Financial Services
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Transportation
Agriculture
Construction
Education
Media and Entertainment
Hospitality
Non-Profit Organizations
Legal
Corporate Governance
Compliance
Corporate Affairs
Executive Management
Board Secretariat
Risk Management
Corporate Administration
Regulatory Affairs
Finance
Chief Executive Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Member
Chief Financial Officer
General Counsel
Corporate Governance Officer
Risk Manager
Company Director
Supervisory Board Member
Legal Administrator
Corporate Affairs Manager
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