All Countries
Commercial
Articles Of Incorporation And Certificate Of Incorporation

Articles Of Incorporation And Certificate Of Incorporation Template for Netherlands

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Articles Of Incorporation And Certificate Of Incorporation

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Articles Of Incorporation And Certificate Of Incorporation

Need Articles of Incorporation and Certificate of Incorporation for a Dutch technology BV company with three founders, requiring multiple share classes and specific voting rights provisions, planned incorporation date March 2025.

Celebrated by
Collaborations with
Investors
Document background
The Articles of Incorporation and Certificate of Incorporation are mandatory legal documents required for establishing any limited liability company (BV or NV) in the Netherlands. These documents serve as the company's constitutional foundation and must be executed in Dutch before a civil-law notary. The Articles detail the company's internal organization, including share capital structure, management arrangements, and corporate governance rules, while the Certificate officially documents the incorporation process. These documents must comply with Dutch law, particularly Book 2 of the Dutch Civil Code, and require registration with the Dutch Chamber of Commerce (KVK). They are essential for establishing the company's legal existence and providing the framework for its operations, shareholder rights, and management structure.
Suggested Sections

1. Introductory Statement: Formal introduction stating the notary's details and the appearance of incorporator(s)

2. Company Name and Seat: Official company name and statutory seat (registered office location)

3. Objects and Purpose: Description of the company's business objectives and activities

4. Share Capital: Details of authorized capital, issued shares, and nominal value

5. Shares: Types of shares, share rights, and transfer restrictions

6. Shareholders Register: Provisions regarding the maintenance of the shareholders register

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

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

9. Representation: Rules regarding who can represent the company

10. Financial Year and Annual Accounts: Definition of financial year and provisions for annual accounts

11. Profit and Distributions: Rules for profit allocation and dividend distributions

12. Amendment of Articles: Procedures for amending the articles of incorporation

13. Dissolution and Liquidation: Provisions for company dissolution and liquidation procedures

Optional Sections

1. Supervisory Board: Required if the company opts for a two-tier board structure

2. Transfer Restrictions: Detailed share transfer restriction provisions, if more extensive than standard

3. Lock-up Period: Provisions restricting share transfers for a specific period

4. Qualified Majority Requirements: Special voting majority requirements for specific decisions

5. Non-Competition: Restrictions on competitive activities by shareholders

6. Tag-Along Rights: Rights of minority shareholders to join in sale of shares

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

8. Anti-Dilution Provisions: Protection mechanisms against share dilution

Suggested Schedules

1. Share Register Details: Initial shareholding information and shareholder details

2. Power of Attorney: If applicable, power of attorney for incorporation

3. Bank Statement: Proof of paid-up share capital

4. Board Resolution: Initial board resolutions upon incorporation

5. UBO Declaration: Declaration of Ultimate Beneficial Owners

6. Company Structure Chart: Visual representation of company structure, if part of a group

7. Additional Business Activities: Detailed list of company activities beyond main objects clause

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Articles of Association (Statuten)
General Meeting (Algemene Vergadering)
Management Board (Bestuur)
Supervisory Board (Raad van Commissarissen)
Shareholders (Aandeelhouders)
Share Capital (Aandelenkapitaal)
Shares (Aandelen)
Financial Year (Boekjaar)
Annual Accounts (Jaarrekening)
Written/In Writing (Schriftelijk)
Company (Vennootschap)
Register of Shareholders (Aandeelhoudersregister)
Distributable Reserves (Uitkeerbare Reserves)
Board Resolution (Bestuursbesluit)
Annual General Meeting (Jaarlijkse Algemene Vergadering)
Extraordinary General Meeting (Buitengewone Algemene Vergadering)
Managing Director (Bestuurder)
Articles of Incorporation (Akte van Oprichting)
Deed of Incorporation (Oprichtingsakte)
Commercial Register (Handelsregister)
Chamber of Commerce (Kamer van Koophandel)
Corporate Body (Orgaan)
Ultimate Beneficial Owner (Uiteindelijk Belanghebbende)
Nominal Value (Nominale Waarde)
Transfer Deed (Akte van Levering)
Dividend (Dividend)
Subsidiary (Dochtermaatschappij)
Group Company (Groepsmaatschappij)
Authorized Capital (Maatschappelijk Kapitaal)
Issued Capital (Geplaatst Kapitaal)
Paid-up Capital (Gestort Kapitaal)
Legal Entity (Rechtspersoon)
Voting Rights (Stemrechten)
Quorum (Quorum)
Proxy (Volmacht)
Clauses
Company Name and Form
Registered Office
Corporate Purpose
Share Capital Structure
Share Classes
Share Transfer Restrictions
Share Issuance
Pre-emptive Rights
Share Register
Management Structure
Board Appointment
Board Powers
Board Meetings
Representation Authority
Shareholder Meetings
Voting Rights
Decision Making
Distributions
Financial Year
Annual Accounts
Profit Allocation
Amendment of Articles
Dissolution
Liquidation
Dispute Resolution
Governing Law
Corporate Governance
Supervisory Board
Director Duties
Indemnification
General Meeting Procedures
Notice Requirements
Quorum Requirements
Corporate Records
Conflict of Interest
Relevant Industries

All Commercial Sectors

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Energy

Transportation

Agriculture

Construction

Education

Hospitality

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Board of Directors

Compliance

Corporate Governance

Finance

Risk Management

Business Development

Corporate Services

Administrative Services

Relevant Roles

Chief Executive Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Member

Company Director

Corporate Governance Officer

Managing Director

Chief Legal Officer

Business Development Manager

Risk Manager

Company Administrator

Incorporation Agent

Corporate Services Manager

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Primary legislation governing legal entities in the Netherlands, including requirements for articles of incorporation, corporate structure, and management arrangements
Commercial Register Act (Handelsregisterwet): Governs the registration requirements and procedures for companies in the Dutch Commercial Register (KVK)
Dutch Notaries Act (Wet op het notarisambt): Regulates the notarial requirements for company incorporation, as Dutch articles of incorporation must be executed before a civil-law notary
Trade Name Act (Handelsnaamwet): Regulates the requirements and restrictions for company trade names in the Netherlands
General Data Protection Regulation (GDPR): EU regulation affecting how company data and stakeholder information must be handled and protected
Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft): Requires verification of ultimate beneficial owners and due diligence procedures during company incorporation
Management and Supervision Act (Wet bestuur en toezicht): Governs requirements for management structure and supervision in Dutch companies
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

Find the exact document you need

Amended Articles Of Incorporation

A Dutch law-governed notarial deed that modifies a company's existing Articles of Incorporation, requiring registration with the Dutch Commercial Register.

find out more

Bespoke Articles Of Association

Dutch Articles of Association establishing a company's fundamental rules and governance structure under Netherlands law.

find out more

Holding Company Articles Of Incorporation

Dutch legal document establishing a holding company's structure and governance under Netherlands law.

find out more

Articles Of Incorporation Foundation

A formal Dutch legal document executed before a notary to establish a foundation (stichting) under Dutch law, setting out its essential characteristics and governance structure.

find out more

Not For Profit Articles Of Incorporation

Dutch Not For Profit Articles of Incorporation ('Statuten') - foundational legal document establishing a non-profit entity under Dutch law, executed before a civil law notary.

find out more

Sole Proprietorship Articles Of Incorporation

Dutch legal document establishing a sole proprietorship (eenmanszaak) and defining its basic structure and operations under Netherlands law.

find out more

Company Articles Of Incorporation

Dutch Articles of Incorporation (Statuten) - the foundational legal document establishing a company's existence and governance structure under Dutch law.

find out more

Articles Of Organization Document

A mandatory constitutional document under Dutch law that establishes a company's legal structure and governance framework in the Netherlands.

find out more

Articles Of Organization Partnership

Dutch partnership Articles of Organization establishing the legal structure, governance, and operational framework of a partnership under Netherlands law.

find out more

Articles Of Organization For Nonprofit

A foundational legal document executed before a Dutch notary that establishes a nonprofit organization (stichting) in the Netherlands, outlining its purpose and governance structure.

find out more

Articles Of Organization For Limited Liability Company

Dutch Articles of Organization (Statuten) establishing a B.V. (private limited company) under Dutch law, setting forth the company's structure and governance framework.

find out more

Articles Of Incorporation Organization

Dutch Articles of Incorporation (Statuten) - foundational legal document establishing an organization's structure and governance under Netherlands law.

find out more

Articles Of Incorporation Close Corporation

Articles of Incorporation for a Dutch BV (Close Corporation), establishing the company's legal framework and governance structure under Dutch law.

find out more

Articles Of Incorporation Association

A Dutch legal document establishing an association's existence and governance structure, executed before a notary and registered with the Chamber of Commerce.

find out more

Articles Of Incorporation And Certificate Of Incorporation

Dutch Articles and Certificate of Incorporation: foundational legal documents establishing a company's existence and structure under Netherlands law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.