Articles of association
When you establish a legal entity in the Netherlands, the notary draws up the statuten, the articles of association. These are part of the deed of incorporation. The articles of association state which rules and procedures apply to your legal entity. It also states why the legal entity is established and who is responsible for what.
What are articles of association?
The articles of association set out the basic rules and agreements for your organisation. For example:
- how decisions are made
- who is authorised to sign contracts
If it is unclear how your organisation should proceed, you can consult the articles of association to find out what to do – and what the consequences will be.
Articles of association are mandatory for legal entities
Articles of association are mandatory for organisations with legal personality, legal entities in short. These are:
Drawing up articles of association
The articles of association are part of the mandatory document that you draw up with a civil law notary when establishing a legal entity. This document is called a deed of incorporation (oprichtingsakte). The civil-law notary discusses the contents of the articles of association with you. You pay the notary for this service. So, ask them in advance what it costs to have the articles of association drawn up.
Changing the articles of association
Do you want to change the articles of association at a later stage? The cicil-law notary takes cae of this. They draw up a deed of amendment to the articles of association. This is required by law. Changing the articles of association at a civil-law notary costs money.
File the articles of association with KVK
Usually, the notary files the articles of association digitally with the Netherlands Chamber of Commerce KVK. This is called deposit (deponeren). The civil-law notary also passes on any changes to the articles of association to KVK.
Anyone can request a copy of the articles of association at KVK.
What do you put in the articles of association?
The articles of association must always include:
- the name of the organisation
- registered office address (vestigingsplaats)
Also, since 1 July 2021, all legal entities must include an absence or inability-to-act clause (belet- en ontstentenisregeling) in their articles of association. This sets out what happens if a managing director is temporarily or permanently unable to participate in decision-making.
Note: If you do not have this provision yet, you must include this the next time the articles of association are amended.
What else must be included in the articles of association depends on the legal structure you have chosen:
BV or NV
- description of the activities
- value of the shares
- how directors are appointed
- who can do what in an organisation (authorisations)
- how meetings are organised
Foundation
- purpose of the foundation
- how directors are appointed and dismissed
- where the money will go when the foundation ends
Association (with full legal capacity)
- purpose of the association
- obligations of the members towards the association
- how members are invited to a General Meeting (Algemene Ledenvergadering, ALV)
- where the money will go when the association ends
Other legal business structures
Other legal entities, such as the cooperative and the mutual insurance association, also have articles of association.
Business structures that do not have a legal personality (such as the sole proprietorship and general partnership, VOF) do not have articles of association. An association with limited jurisdiction may have articles of association, but it does not have to.
Internal regulations for an association or foundation
In addition to articles of association, you can also draw up internal regulations for a foundation or association. In such documents you organise the practical, day-to-day affairs within the legal entity. For example, agreements about keeping the financial administration or rules for work clothing.
You can draw up and amend internal regulations yourself. You do not have to go to the notary. The internal regulations are not public.
Internal regulations and articles of association
If the internal regulations say something different from the articles of association, then what is stated in the articles of association applies.
Shareholders' agreement for a BV or NV
In addition to the articles of association of your BV or NV, you can also draw up a shareholders' agreement (aandeelhoudersovereenkomst). This is only possible if there are several shareholders. You add additional appointments in this agreement. For example, about whether or not to distribute profits. Or the mandatory offering of shares if a shareholder dies or becomes incapacitated for work.
You can create and adjust a shareholders' agreement yourself. You do not have to go to the notary for this. A shareholders' agreement is not public.
Shareholders' agreement and articles of association
If the shareholders' agreement says something different from the articles of association, then what is stated in the articles of association applies in most situations. In some cases, the shareholders' agreement may take precedence over the articles of association. For example, if this is agreed in the agreement. And if this is not bad for the BV or NV.