Holding Company Articles Of Incorporation Template for Netherlands

The Holding Company Articles of Incorporation is a crucial document required when establishing a holding company in the Netherlands. It serves as the constitutional document of the company and must comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code. This document is typically used when investors or businesses want to create a holding structure for purposes such as investment management, asset protection, or tax efficiency. The Articles must be drafted in Dutch and executed before a civil law notary, containing mandatory provisions regarding share capital, corporate governance, and management structure. The document forms the foundation for the company's legal existence and must be registered with the Dutch Chamber of Commerce (KvK) along with other required incorporation documents. It's particularly relevant for international businesses setting up Dutch holding companies due to the Netherlands' favorable business climate and extensive tax treaty network.

1. Name and Registered Office: Company name and official registered address in the Netherlands

2. Objects of the Company: Purpose of the company, specifically including holding and financing activities, participation in other companies, and other holding company functions

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

4. Shares and Share Certificates: Provisions regarding share characteristics, rights, and transferability

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

6. Transfer of Shares: Procedures and restrictions for share transfers, including any blocking clause (blokkeringsregeling)

7. Management Board: Composition, appointment, suspension, removal, and duties of managing directors

8. Representation: Powers to represent the company and signature requirements

9. General Meetings: Procedures for convening and conducting shareholder meetings, voting rights

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

11. Profits and Distributions: Rules regarding profit allocation, dividend distributions, and reserves

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

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