Articles Of Organization Template for Netherlands

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Articles Of Organization

I need Articles of Organization for a Dutch tech startup launching in March 2025, with three co-founders holding different share classes and provisions for virtual board meetings and electronic voting systems to accommodate our international team.

Document background
Articles of Organization are essential corporate documents required for establishing a legal entity in the Netherlands. This document is mandatory for all Dutch corporate entities and must be prepared and executed in accordance with Book 2 of the Dutch Civil Code. The Articles of Organization define the company's fundamental characteristics, including its name, registered office, corporate purpose, share capital structure, management framework, and shareholder rights. They must be drafted in Dutch and executed before a civil law notary, followed by registration with the Dutch Chamber of Commerce (KvK). These articles serve as the primary reference point for corporate governance and are crucial for various corporate actions, from share transfers to board appointments. The document's contents are publicly accessible through the Commercial Register, providing transparency for stakeholders and third parties.
Suggested Sections

1. Name and Registered Office: Official company name and registered address in the Netherlands

2. Objects of the Company: Detailed description of the company's business activities and purposes

3. Share Capital: Details of authorized capital, types of shares, and nominal value

4. Shares and Share Certificates: Provisions regarding share types, rights, and transfer restrictions

5. Register of Shareholders: Requirements for maintaining the shareholders register

6. Issue of Shares: Procedures and conditions for issuing new shares

7. Transfer of Shares: Rules and procedures for share transfers

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

9. General Meetings: Rules for conducting shareholder meetings and voting procedures

10. Financial Year and Annual Accounts: Definition of financial year and requirements for financial reporting

11. Profits and Distributions: Rules for profit allocation and dividend distribution

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

13. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Supervisory Board: Required for larger companies or when dual-board structure is chosen - defines composition and duties of the supervisory board

2. Share Transfer Restrictions: Detailed provisions for share transfer restrictions, typically used in private companies

3. Proxy Holders: Rules regarding the appointment and powers of proxy holders

4. Transitional Provisions: Temporary provisions needed during company formation or restructuring

5. Different Share Classes: Provisions for multiple share classes with different rights, if applicable

6. Electronic Meetings: Provisions for holding virtual shareholder meetings

7. Conflict Resolution: Specific procedures for resolving disputes between shareholders

Suggested Schedules

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

2. Share Transfer Restrictions Details: Detailed procedures and forms for share transfers

3. Management Board Rules: Detailed rules of procedure for the management board

4. Supervisory Board Rules: Detailed rules of procedure for the supervisory board, if applicable

5. Power of Attorney: Standard form for appointing representatives

6. Share Certificate Template: Template for share certificates, if physical certificates are issued

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
Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Retail

Healthcare

Energy

Real Estate

Transportation

Agriculture

Construction

Hospitality

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Risk Management

Executive Management

Board of Directors

Supervisory Board

Corporate Affairs

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Managing Director

Supervisory Board Member

Corporate Governance Officer

Risk Manager

Business Development Director

Shareholder

Investment Manager

Company Director

Industries
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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