Articles Of Organization For Limited Liability Company 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 Organization For Limited Liability Company

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 Organization For Limited Liability Company

I need Articles of Organization For Limited Liability Company for a Dutch tech startup B.V. with two founding shareholders and a single-tier board structure, planning to launch operations in March 2025 with an authorized capital of €100,000.

Document background
The Articles of Organization For Limited Liability Company is a mandatory legal document required when establishing a B.V. (Besloten Vennootschap) in the Netherlands. This document must be prepared in Dutch and executed before a civil law notary, forming part of the company's deed of incorporation. It outlines fundamental aspects such as the company's name, registered office, objectives, share capital structure, management framework, and shareholder rights. The articles must comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code, and are registered with the Chamber of Commerce (KvK). This document is essential for business formation and serves as the primary reference for corporate governance, shareholder relationships, and operational procedures throughout the company's existence. Any subsequent modifications require notarial execution and registration with the KvK.
Suggested Sections

1. Name and Registered Office: Company name, statutory seat, and registered office address

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

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 certification

5. Share Register: Requirements for maintaining the shareholders register

6. Share Transfer Restrictions: Rules and procedures for transferring shares

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

8. Representation: Rules regarding who can represent the company

9. General Meetings: Procedures for shareholder meetings, voting rights, and decision-making

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 distributions

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 if using a two-tier board structure, defines composition and duties of the supervisory board

2. Secretary: Optional provision for appointing a company secretary

3. Committees: Provisions for establishing board committees (e.g., audit, remuneration)

4. Electronic Communications: Provisions allowing for electronic meetings and communications

5. Tag-Along Rights: Minority shareholder protection provisions

6. Drag-Along Rights: Majority shareholder rights for forcing share sales

7. Lock-up Period: Restrictions on share transfers for a specific period

8. Conflict of Interest: Detailed procedures for handling conflicts of interest

9. Non-Competition: Restrictions on competitive activities by shareholders or directors

Suggested Schedules

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

2. Share Transfer Form: Standard form for documenting share transfers

3. Initial Directors: List of initial management board members

4. Power of Attorney: Standard form for delegating authority

5. Board Rules: Detailed rules governing board operations and procedures

6. Share Certificate Template: Standard form for share certificates if used

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

Professional Services

Financial Services

Retail

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Education

Hospitality

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Supervisory Board

Finance

Compliance

Risk Management

Corporate Affairs

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Member

Supervisory Board Member

Company Director

Head of Legal

Corporate Governance Officer

Risk Manager

Business Development Director

Shareholder Relations Manager

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Primary legislation governing private limited liability companies (B.V.) in the Netherlands, including requirements for formation, structure, shares, management, and dissolution
Commercial Register Act (Handelsregisterwet): Regulates the registration requirements for businesses in the Dutch Commercial Register (KvK), including mandatory information and documentation for B.V.s
Works Councils Act (Wet op de ondernemingsraden): Governs employee representation rights and works council requirements, which may need to be addressed in the articles if the company expects to have 50+ employees
Dutch Corporate Governance Code: While primarily for listed companies, provides best practice provisions for corporate governance that can be voluntarily adopted in the articles
General Tax Act (Algemene wet inzake rijksbelastingen): Contains relevant provisions regarding company taxation and fiscal obligations that may influence certain articles of organization
Trade Register Decree 2008 (Handelsregisterbesluit 2008): Detailed regulations regarding the registration of companies and required documentation for the Commercial Register
Company Law Implementation Act (Invoeringswet): Contains implementation rules and transitional provisions relevant to company formation and modification of articles
Financial Supervision Act (Wet op het financieel toezicht): Relevant for provisions regarding share issuance and transfer restrictions in the articles of organization
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.