articles of association

In the Netherlands the articles of association are the most important document that form the foundation of a legal person.

Set up Dutch company or legal person

Articles of association refers to a document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.  Like most countries, it is required under Dutch law to draw up articles of association in order to set up a company.

Details articles of association

Articles of association include details regarding the share The portion of registered capital of a private or public limited company
» Meer over share
share
( share The portion of registered capital of a private or public limited company
» Meer over share
stock
) capital, the type, number and par value of the share The portion of registered capital of a private or public limited company
» Meer over share
shares
( share The portion of registered capital of a private or public limited company
» Meer over share
stocks
). Further they contain provisions regarding responsibilities and powers of the board of directors and the procedure of appointment and dismissal of directors, the shareholders’ meeting, as well as details about the decision making process.

Invalid decision

A decision adopted by a body of a legal person which is not in accordance with the procedures laid out in the articles of association, is invalid under Dutch corporate law.

Shareholders’ agreement

In addition to articles of association a company may adopt a shareholders’ agreement or other regulations like eg. board regulations and bylaws.

 

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