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Articles Of Incorporation Shares

Articles Of Incorporation Shares Template for Netherlands

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Articles Of Incorporation Shares

I need Articles of Incorporation Shares for a Dutch technology startup with multiple share classes, including preferred shares for investors and regular shares for founders, planning to incorporate by March 2025 with potential for international expansion.

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Document background
Articles of Incorporation Shares are required when establishing a new limited liability company in the Netherlands or when converting an existing legal entity into a different corporate form. This foundational document, which must be executed in Dutch before a civil law notary, outlines the company's essential characteristics, including its name, registered office, objectives, share capital structure, management organization, and internal regulations. The document must comply with Dutch law, particularly Book 2 of the Dutch Civil Code, and requires registration with the Dutch Chamber of Commerce (KvK). The Articles of Incorporation Shares serve as the company's constitution and provide the legal framework for its operations, shareholder rights, and corporate governance structure.
Suggested Sections

1. Name and Registered Office: Statement of the company's official name and municipality in the Netherlands where it has its registered office

2. Objects: Description of the company's business purposes and activities

3. Share Capital: Details of the authorized capital, nominal value of shares, and different types of shares if applicable

4. Shares: Provisions regarding share characteristics, share certificates, and share register

5. Share Transfer Restrictions: Rules and procedures for transferring shares, including any restrictions or requirements

6. Management Board: Composition, appointment, suspension, dismissal, and duties of the management board

7. Representation: Rules regarding who can represent the company and under what circumstances

8. General Meetings: Procedures for convening and conducting general meetings of shareholders

9. Decision-Making: Rules for voting and adoption of resolutions in general meetings

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

11. Profits and Distributions: Rules for profit allocation, dividend payments, and other distributions

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

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

Optional Sections

1. Supervisory Board: Required if company opts for two-tier board structure, detailing composition and duties of supervisory board

2. Transitional Provisions: Temporary provisions applicable during company formation or specific corporate actions

3. Different Share Classes: Details of different share classes if company has multiple types of shares with different rights

4. Lock-up Period: Provisions restricting share transfers for a specific period after incorporation

5. Pre-emptive Rights: Detailed provisions on shareholders' pre-emptive rights for new share issuances

6. Conflict Resolution: Specific procedures for resolving disputes between shareholders or corporate bodies

7. Electronic Meetings: Provisions allowing for virtual or hybrid shareholder meetings

8. Executive Committee: Provisions for an executive committee if management structure includes this

Suggested Schedules

1. Share Register Template: Template for maintaining the company's share register

2. First Directors: List of initial directors appointed upon incorporation

3. Initial Shareholders: List of founding shareholders and their initial shareholdings

4. Share Transfer Form: Standard form for share transfers

5. Power of Attorney: Standard form for appointing proxies for general meetings

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
Clauses
Name and Seat
Corporate Purpose
Share Capital
Share Issuance
Share Transfer Restrictions
Shareholders Rights
Pre-emptive Rights
Share Register
Management Structure
Board Appointment
Board Duties
Board Authority
Representation
Conflict of Interest
General Meeting
Meeting Convocation
Voting Rights
Decision Making
Financial Statements
Profit Distribution
Dividend Rights
Reserve Accounts
Corporate Governance
Amendment Rights
Dissolution
Liquidation
Indemnification
Notice Requirements
Deadlock Resolution
Share Certificates
Electronic Communication
Supervisory Board
Corporate Bodies
Proxy Rights
Relevant Industries

Technology

Financial Services

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Agriculture

Construction

Media and Entertainment

Education

Hospitality

Telecommunications

All Business Sectors

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Finance

Corporate Development

Governance

Business Development

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Counsel

Corporate Lawyer

Company Director

Board Member

Chief Financial Officer

Compliance Officer

Corporate Governance Officer

Managing Director

Company Secretary

In-House Counsel

Business Development Director

Venture Capital Manager

Private Equity Manager

Start-up Founder

Entrepreneur

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): The fundamental legislation governing legal entities in the Netherlands, containing requirements for articles of incorporation, share capital, corporate governance, and company structure
Dutch Commercial Register Act (Handelsregisterwet): Legislation governing the registration of companies in the Dutch Commercial Register (KvK), including requirements for documentation and registration procedures
Dutch Notaries Act (Wet op het notarisambt): Law governing the requirement that articles of incorporation must be executed by a Dutch civil law notary in a notarial deed
Works Councils Act (Wet op de ondernemingsraden): Relevant for larger companies, governing employee participation and representation rights that might need to be referenced in the articles
Corporate Governance Code: For listed companies, provides important governance guidelines that might need to be reflected in the articles of incorporation
Financial Supervision Act (Wet op het financieel toezicht): Relevant for companies planning to issue shares to the public, containing requirements for share issuance and trading
Trade Register Decree 2008 (Handelsregisterbesluit 2008): Contains specific requirements for registration of company details and articles of incorporation in the Commercial Register
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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