Articles Of Incorporation Foundation Template for Netherlands

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Key Requirements PROMPT example:

Articles Of Incorporation Foundation

I need Articles of Incorporation Foundation for a small cultural foundation to be established in Amsterdam by March 2025, with a basic board structure of three members and focused on promoting Dutch contemporary art, including provisions for ANBI status.

Document background
Articles of Incorporation Foundation (Stichtingsakte) is a fundamental legal document required when establishing a foundation in the Netherlands. This document must be prepared and executed in Dutch before a civil law notary and serves as the foundation's constitutional charter. It is used when individuals or organizations wish to establish a legal entity dedicated to achieving specific purposes using designated assets, without having members or shareholders. The document must comply with Book 2 of the Dutch Civil Code and includes crucial information about the foundation's purpose, governance, and operations. It's particularly important as it forms the basis for registration in the Dutch Commercial Register and establishes the framework within which the foundation must operate. The Articles must also address specific requirements if the foundation seeks ANBI (public benefit) status or plans to engage in commercial activities.
Suggested Sections

1. Name and Seat: Official name of the foundation and its registered municipality in the Netherlands

2. Purpose and Objective: Detailed description of the foundation's goals and activities, ensuring they are specific enough for legal requirements but flexible enough for future operations

3. Financial Resources: Description of how the foundation will obtain its funds and assets

4. Board Composition: Structure of the board, number of board members, and appointment procedures

5. Board Duties and Powers: Detailed description of board responsibilities, decision-making processes, and authority limits

6. Board Meetings: Procedures for convening meetings, voting, and decision-making processes

7. Representation: Who may represent the foundation and under what circumstances

8. Financial Year and Reporting: Definition of the financial year and requirements for financial reporting

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

10. Dissolution and Liquidation: Procedures for dissolution and distribution of remaining assets

Optional Sections

1. Supervisory Board: Required when implementing a two-tier board structure, detailing the composition and powers of the supervisory board

2. Advisory Council: Optional section for foundations wanting to establish an advisory body without formal powers

3. ANBI Requirements: Required when the foundation seeks or maintains ANBI (public benefit) status, including specific provisions about asset distribution and administrative requirements

4. Committees: Framework for establishing and operating committees within the foundation

5. Conflict of Interest Policy: Detailed procedures for handling conflicts of interest, beyond the basic WBTR requirements

6. Privacy and Data Protection: Specific provisions regarding GDPR compliance and data protection procedures

7. Remuneration Policy: Required when board members or employees receive compensation, especially important for ANBI status

Suggested Schedules

1. Initial Board Members: List of first appointed board members with their details

2. Detailed Activities: Comprehensive list of activities the foundation plans to undertake to achieve its objectives

3. Internal Regulations: Detailed operational procedures and policies that may need regular updating

4. Financial Guidelines: Specific procedures for financial management and control

5. Governance Code: If adopted, the specific governance code the foundation commits to follow

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

Relevant legal definitions
Relevant Industries

Non-profit

Education

Healthcare

Arts and Culture

Social Services

Environmental Conservation

Scientific Research

Religious Organizations

International Aid

Sports and Recreation

Heritage Preservation

Community Development

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Leadership

Board Secretariat

Risk Management

Administrative

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Board Member

Foundation Director

Legal Counsel

Compliance Officer

Company Secretary

Governance Officer

Executive Director

Board Secretary

General Counsel

Non-profit Manager

Program Director

Foundation Administrator

Risk Manager

Corporate Governance Specialist

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Primary legislation governing legal entities in the Netherlands, specifically Title 6 (Articles 2:285-304) concerning foundations (stichtingen). Contains mandatory requirements for articles of incorporation, board structure, and foundation purposes.
Commercial Register Act (Handelsregisterwet): Regulates the registration requirements for foundations in the Dutch Commercial Register (KvK). Specifies what information must be included in the articles for successful registration.
Management and Supervision of Legal Entities Act (WBTR): New legislation effective July 2021 that sets requirements for foundation governance, conflict of interest policies, and decision-making procedures.
General State Taxes Act (Algemene wet inzake rijksbelastingen): Contains tax regulations affecting foundations, including requirements for fiscal registration and potential tax exemptions.
Public Benefit Organisation Law (ANBI-regeling): Relevant if the foundation seeks ANBI status (public benefit organization). Contains specific requirements for articles of incorporation to qualify for tax benefits.
Money Laundering and Terrorist Financing Prevention Act (Wwft): Requires foundations to maintain transparency about their Ultimate Beneficial Owners (UBO) and includes requirements for registration in the UBO register.
EU General Data Protection Regulation (GDPR/AVG): If the foundation processes personal data, the articles should consider privacy protection requirements under GDPR.
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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