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.
Legal entities in the Netherlands
There are several entities with legal personality, legal entities in short, in the Netherlands:
Why do you need articles of association?
Drawing up articles of association (statuten) is a legal obligation when establishing a legal personality. They form the basis of your organisation. They contain the internal rules and agreements of the legal entity. For example: the articles of association state how the directors are appointed. If there is ever any uncertainty about how your organisation should act, the articles of association will tell you what to do. And what the consequences are.
The civil-law notary discusses the contents of the articles of association with you and adds the articles of association to the deed of incorporation of the legal entity. You pay the notary for this service. So, ask the civil-law notary in advance what it costs to have the articles of association drawn up.
Changing the articles of association
You establish your articles of association with a civil-law notary. If you change the articles of association, you must also record the changes with the notary. This is required by law. Changing the articles of association and recording them with the notary costs money.
File the articles of association with KVK
After you have described the articles of association, the civil-law notary will draw up the deed of incorporation containing the articles of association. Usually, the notary files the articles of association, or any changes to them, digitally at the Netherlands Chamber of Commerce KVK. This is called deposit.
The civil-law notary also passes on any amendments to the articles of association to KVK. Anyone can request a copy of the articles of association at KVK.
What is in the articles of association?
What you describe in the articles of association differs per legal structure that you have chosen.
For a bv or nv
- Name of the bv or nv;
- Registered office;
- Description of the activities;
- Purpose of the bv or nv;
- The value of the shares;
- Method of appointment of the directors;
- Powers of the various organisational units and directors;
- How meetings are organised;
- How shares are transferred.
For a foundation
- Name of the foundation;
- Registered office address;
- Purpose of the foundation;
- Method of appointment and dismissal of directors;
- Where the money will go when the foundation is ended.
For an association (with full legal capacity)
- Name of the association;
- Registered office address;
- Purpose of the association;
- Obligations of the members towards the association;
- Method of convening a General Meeting of Members;
- Allocation of the association's equity when the association ends.
Other legal business structures
Other legal business structures, such as the cooperative and the mutual insurance society, also have articles of association. Business structures that do not have a legal personality (such as the sole proprietorship and general partnership) do not have articles of association. An association with limited jurisdiction may have articles of association, but it does not have to.
Internal regulations or shareholders' agreement
Internal regulations
In addition to articles of association, you can also draw up internal regulations. In such documents you organise the practical, day-to-day affairs within the legal entity. For example, they can include agreements about keeping the financial administration or rules for work clothing. These documents form an addition to the 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. If you change the internal regulations, you do not have to go to the notary. The internal regulations are not public.
Shareholders' agreement
In addition to the articles of association of your bv, you can also draw up a shareholders' agreement. This is only possible if there are several shareholders. You can 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. 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 private limited company (BV).
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.
Questions relating to this article?
Please contact theNetherlands Chamber of Commerce, KVK