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:
What are articles of association?
Drawing up articles of association (statuten) is a legal obligation when establishing a legal personality. 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.
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. 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
If you change the articles of association later, 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
The civil-law notary will draw up the deed of incorporation containing the articles of association. Usually, the notary files the articles of association online at the Netherlands Chamber of Commerce KVK. This is called deposit.
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 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
- value of the shares
- how directors are appointed
- who can do what in an organisation (authorisations)
- How meetings are organised
For a foundation
- name of the foundation
- registered office address
- purpose of the foundation
- how directors are appointed and dismissed
- where the money will go when the foundation ends
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
- how members are invited to a General Meeting
- where the money will go 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, 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, 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 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. 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 company.
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.