Articles of association

This information is provided by

Netherlands Chamber of Commerce, KVK

When you establish a legal personality, you must draw up articles of association. These are a kind of manual in which you describe what procedures apply in your organization and who is responsible for which matters. The articles of association also include what objectives you have with your legal personality.

Legal personalities in the Netherlands are:

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 personality. For example: the articles of association state how the directors are appointed. If there is ever any uncertainty about how your organization should act, the articles of association will tell you what to do. And what consequences that has. You establish articles of association with a civil-law notary. If you change the articles of association, you must also record this with the notary. This is required by law. Changing articles of association or recording them with the notary costs money.

Deposit the articles of association with the Netherlands Chamber of Commerce

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 submits the articles of association digitally to the Netherlands Chamber of Commerce. Amendments to the articles of association can also be arranged via the notary. They submit the changes to the Chamber of Commerce. You and others can then request (in Dutch) the articles of association from the Chamber of Commerce. The articles of association are public. Otherwise, you and third parties cannot make use of them.

What is in the articles of association?

What you describe in the articles of association differs per legal form that you have chosen.

Bv and 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 organizational units
  • How meetings are organized
  • How shares are transferred

Foundation

  • Name of the foundation
  • Registered office
  • Purpose of the foundation
  • Method of appointment and dismissal of directors
  • Where the money will go when the foundation is closed

Association (with full legal capacity)

  • Name of the association
  • Registered office
  • 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 ceases

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 legal personality (such as the sole proprietorship and general partnership) do not have articles of association.

Internal regulations or shareholders' agreement

In addition to articles of association, you can also draw up internal regulations or a shareholders' agreement (for a bv). In such documents you organize the practical, day-to-day affairs within the legal personality. 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 than 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.

Questions relating to this article?

Please contact the Netherlands Chamber of Commerce, KVK

This information is provided by

Netherlands Chamber of Commerce, KVK