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LLC Bylaws

LLC Bylaws Template for Netherlands

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Key Requirements PROMPT example:

LLC Bylaws

"I need LLC Bylaws for a Dutch technology startup with planned significant growth, incorporating provisions for multiple share classes, protection for minority shareholders, and flexibility for future funding rounds to be completed by March 2025."

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Document background
LLC Bylaws (Statuten) for a Dutch BV serve as the foundational document establishing the company's internal organization and governance structure. This document is required when incorporating a BV in the Netherlands and must be executed before a Dutch civil law notary. The bylaws contain mandatory provisions required by Dutch law and may include additional provisions tailored to the company's specific needs. They outline share capital structure, management responsibilities, shareholder rights, and decision-making procedures. The document must comply with Book 2 of the Dutch Civil Code and is typically reviewed when significant corporate changes occur, such as capital modifications or governance restructuring. These bylaws form part of the company's constitutional documents and must be filed with the Dutch Chamber of Commerce (KvK).
Suggested Sections

1. Name and Registered Office: Company name, trade name(s), and official registered address

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

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

4. Shares and Share Certificates: Provisions regarding share issuance, transfer restrictions, and certification

5. Register of Shareholders: Requirements for maintaining shareholder records and information

6. Share Transfer Provisions: Procedures and restrictions for transferring shares

7. General Meeting of Shareholders: Rules for convening and conducting shareholder meetings, voting rights

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

9. Representation: Authority to represent the company and signature requirements

10. Financial Year and Annual Accounts: Fiscal year definition and requirements for financial reporting

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

12. Amendment of Articles: Procedures for amending the bylaws

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

Optional Sections

1. Supervisory Board: Required for larger BVs or when chosen voluntarily - covers composition, duties, and powers of the supervisory board

2. Works Council: Required when company has 50+ employees - provisions regarding employee representation

3. Share Transfer Restrictions: Detailed provisions for share transfer restrictions beyond statutory requirements

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

5. Tag-Along and Drag-Along Rights: Special provisions for share transfers in case of company sale

6. Digital Meetings: Provisions for holding virtual shareholder and board meetings

7. Multiple Share Classes: Detailed provisions when company has different share classes with varying rights

8. Anti-dilution Provisions: Protection mechanisms for existing shareholders in case of new share issuance

Suggested Schedules

1. Share Capital Overview: Detailed breakdown of share capital structure and ownership

2. Management Board Regulations: Detailed rules governing management board operations

3. Share Transfer Procedures: Step-by-step procedures for executing share transfers

4. Voting Agreement: Specific arrangements between shareholders regarding voting rights

5. Dividend Policy: Detailed policy for determining and distributing dividends

6. Supervisory Board Regulations: Detailed rules governing supervisory board operations (if applicable)

7. List of Initial Shareholders: Original shareholders and their initial shareholdings

8. Corporate Governance Guidelines: Detailed corporate governance procedures and policies

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
General Meeting
Management Board
Managing Director
Shareholder
Share
Share Certificate
Register of Shareholders
Annual Accounts
Financial Year
Supervisory Board
Written/In Writing
Electronic Means
Distributable Reserves
Transfer
Business Day
Annual General Meeting
Extraordinary General Meeting
Special Resolution
Ordinary Resolution
Corporate Body
Group Company
Subsidiary
Majority Vote
Qualified Majority
Casting Vote
Articles of Association
Dutch Civil Code
Trade Register
Works Council
Independent Chairman
Related Party
Control
Authorized Capital
Issued Capital
Nominal Value
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Dividend
Interim Dividend
Voting Rights
Proxy
Quorum
Company Secretary
Conflict of Interest
Founder
Legal Entity
Annual Report
Auditor
Clauses
Corporate Identity
Share Capital Structure
Share Transfer Restrictions
Pre-emptive Rights
Management Authority
Board Composition
Decision Making
Shareholder Meetings
Voting Rights
Dividend Distribution
Financial Reporting
Corporate Representation
Conflict Resolution
Amendment Procedures
Dissolution
Share Issuance
Share Register
Board Duties
Supervisory Provisions
Meeting Procedures
Notice Requirements
Quorum Requirements
Digital Participation
Corporate Records
Fiscal Year
Profit Distribution
Reserve Requirements
Transfer Formalities
Succession Planning
Appointment Rights
Removal Rights
Indemnification
Dispute Resolution
Governing Law
Severability
Compliance
Shareholder Rights
Board Compensation
Confidentiality
Corporate Seal
Powers of Attorney
Electronic Communication
Share Certificates
Statutory Obligations
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Financial Services

Healthcare

Real Estate

Construction

Energy

Transportation

Education

Agriculture

Media and Entertainment

Telecommunications

Hospitality

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Executive Management

Corporate Affairs

Risk Management

Human Resources

Finance

Shareholder Relations

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Supervisory Board Member

Chief Financial Officer

General Counsel

Corporate Governance Officer

Risk Manager

Company Director

Shareholder Relations Manager

HR Director

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Primary legislation governing private limited liability companies (BVs) in the Netherlands, covering formation, structure, governance, and dissolution
Dutch Corporate Governance Code: Best practice provisions for governance, transparency, and accountability in Dutch companies
Dutch Works Councils Act (Wet op de ondernemingsraden): Regulations regarding employee representation and works councils, which may need to be referenced in bylaws for companies of certain sizes
Dutch Trade Register Act (Handelsregisterwet): Requirements for registration and documentation of company information with the Dutch Chamber of Commerce
Dutch Tax Law (Wet op de vennootschapsbelasting): Corporate tax regulations that may influence structural decisions in the bylaws
European General Data Protection Regulation (GDPR): Data protection regulations that may need to be reflected in company policies and procedures mentioned in the bylaws
Commercial Code (Wetboek van Koophandel): Additional regulations affecting commercial entities and business operations
Financial Supervision Act (Wet op het financieel toezicht): Regulations regarding financial reporting and supervision that may affect governance structures
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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