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Articles Of Organization LLC

Articles Of Organization LLC Template for Netherlands

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Articles Of Organization LLC

I need Articles of Organization LLC for a Dutch technology startup with three founding shareholders, implementing a single-tier board structure and including provisions for future employee stock options, planned for incorporation in March 2025.

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Document background
Articles of Organization LLC (known as BV Articles of Association in the Netherlands) are required when establishing a private limited liability company (Besloten Vennootschap) in the Netherlands. This document is fundamental to the company's legal existence and must be drafted in Dutch and executed before a Dutch civil law notary. It contains mandatory provisions required by Dutch law, including the company's name, registered office, objectives, share capital structure, and governance framework. The Articles serve as the primary reference for shareholders' rights, management structure, and decision-making procedures. They must comply with the Dutch Civil Code and are filed with the Dutch Chamber of Commerce (KvK) as part of the company registration process. These Articles can be amended later through a formal process, but the initial version forms the foundation of the company's legal framework.
Suggested Sections

1. Company Name and Registered Office: Official name of the BV and its registered address in the Netherlands

2. Purpose and Activities: Description of the company's business objectives and permitted activities

3. Share Capital: Details of the authorized capital, number and classes of shares, and nominal value

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

5. Management Board: Structure, appointment, duties, and powers of the management board (bestuur)

6. General Meeting of Shareholders: Rules for shareholder meetings, voting rights, and decision-making processes

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

8. Profit and Distributions: Rules for profit allocation, dividend payments, and other distributions

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

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

Optional Sections

1. Supervisory Board: Required if opting for a two-tier board structure, detailing composition and duties of the supervisory board (Raad van Commissarissen)

2. Share Transfer Restrictions: Detailed provisions for share transfer procedures and restrictions beyond statutory requirements

3. Conflict Resolution: Specific procedures for resolving disputes between shareholders or board members

4. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of sale to third parties

5. Employee Participation: Provisions for employee share ownership or profit-sharing schemes

6. Special Voting Rights: Provisions for priority shares or specific voting arrangements

Suggested Schedules

1. Initial Shareholders Register: List of initial shareholders with their shareholdings and details

2. Share Transfer Restriction Procedures: Detailed procedures and forms for share transfers

3. Management Board Regulations: Detailed rules governing the management board's operations

4. Power of Attorney: Standard format for granting powers of attorney to management board members

5. Company Logo and Corporate Identity: Official company logos and corporate identity guidelines

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
BV
Company
Management Board (Bestuur)
Managing Director (Bestuurder)
Supervisory Board (Raad van Commissarissen)
General Meeting
Shareholders
Share Register
Written/In Writing
Financial Year
Annual Accounts
Annual Report
Trading Day
Transfer
Distributable Reserves
Business Day
Dutch Civil Code
Chamber of Commerce
Trade Register
Deed
Resolution
Meeting Rights
Voting Rights
Share Certificate
Authorized Capital
Issued Capital
Paid-up Capital
Annual General Meeting
Extraordinary General Meeting
Corporate Body
Articles Amendment
Simple Majority
Qualified Majority
Subsidiary
Group Company
Participating Interest
Electronic Means
Conflict of Interest
Related Party
Audit Committee
Clauses
Name and Seat
Objects and Purpose
Share Capital Structure
Share Issuance
Share Transfer Restrictions
Share Register
Management Board Composition
Management Board Powers
Management Board Meetings
Supervisory Board
General Meeting of Shareholders
Voting Rights
Meeting Procedures
Financial Statements
Profit Distribution
Dividend Rights
Reserve Accounts
Amendment of Articles
Dissolution and Liquidation
Conflict Resolution
Corporate Representation
Board Decision-Making
Director Appointment and Removal
Share Certificates
Pre-emptive Rights
Exit Rights
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Notice Requirements
Electronic Communication
Power of Attorney
Indemnification
Fiscal Year
Quorum Requirements
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Agriculture

Entertainment

Education

Transportation

Energy

Telecommunications

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Company Secretariat

Administrative

Relevant Roles

CEO

Managing Director

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Board Member

Director of Operations

Company Founder

Shareholder

Corporate Governance Officer

Risk Manager

Business Development Director

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): The primary legislation governing private limited companies (BVs) in the Netherlands, containing fundamental rules about company formation, structure, and governance
Dutch Trade Register Act (Handelsregisterwet): Legislation governing the registration of companies in the Dutch Trade Register, including requirements for documentation and information that must be submitted
Commercial Register Decree (Handelsregisterbesluit): Detailed regulations about the registration process and requirements for the Dutch Commercial Register
Flex BV Act (Wet vereenvoudiging en flexibilisering bv-recht): The law that simplified BV requirements, including removal of minimum capital requirements and introducing more flexibility in company structure
Dutch Corporate Governance Code: While primarily aimed at listed companies, provides good practice guidelines that can be relevant for larger private companies
Works Councils Act (Wet op de ondernemingsraden): Relevant if the company will have 50 or more employees, requiring the establishment of a works council
Dutch Tax Law (Wet op de vennootschapsbelasting): Corporate tax regulations that may influence certain structural decisions 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

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