Articles of association under Dutch law

Regardless of whether they are large, internationally active companies, small and medium-sized enterprises or niche companies, every legal entity has its own internal organisational rules and agreements. Think about the goals set and how they are to be achieved, which rules apply in your organisation and who is responsible for what.  When you start a business in the Netherlands, you must record the internal rules that underlie your organisation in a (possibly Dutch) organisation manual or in the articles of association. Accordingly, the articles of association contain basic rules under which a legal person, for example a public limited company or a limited liability company, must act. In the Netherlands, the articles of association under Dutch law must be entered in the commercial register for information purposes. Our corporate attorney in the Netherlands explains the articles of association under Dutch law.

Are articles of association required under Dutch law?

The drafting of the articles of association under Dutch law is a legal requirement for the establishment of a legal entity. However, statutes are not required for the establishment of legal forms without legal personality, such as sole proprietorships. As in Germany, the articles of association must be recorded in writing in a deed certified by a notary. The articles must then be deposited in the Dutch register of the Chamber of Commerce where they can be publicly inspected by third parties. Changes to the statutes must also be made by a notary, so it is not advisable to include everything in the statutes, but only information that does not change regularly and is therefore less dynamic. This saves unnecessary notary costs. In addition, the law sets essential minimum requirements for the articles of association. This concerns mainly the general information concerning the legal entity, the purpose of the company and the capital.

What should be taken into account when drawing up bylaws?

The articles of association or bylaws can regulate a variety of issues and the content depends mainly on the legal form of your company. For example, there are differences between the statutes of a BV/NV, a foundation, an association, a cooperative or other legal forms.

The articles of association mainly govern the legal relationship between the various internal shareholders of your company. These are, for example, the management board and the shareholders and possibly the supervisory board or the works council. In addition, the articles of association contain rules for the appointment and filling of positions within the legal entity, decisions that conflict with the articles of association or the rules regarding the possible dissolution of the company. You are therefore free to design articles of association and tailor them to the issues relevant to your company.

The legal aspects of the articles of association are varied and complex due to a combination of legal requirements, exceptions and free choice. MAAK Advocaten is familiar with the dynamics of company law in the Netherlands and the establishment of companies in the manufacturing industry. Our attorneys can draw up legal regulations that suit your company and are tailored to your interests down to the last detail. In addition, MAAK Advocaten’s attorneys can advise you on the rights and obligations that arise from a statute and assess a statute under Dutch law on your behalf.

Dutch specialist attorney specialised in corporate law

Do you have questions about Dutch contract law or do you need specific legal advice in Holland on the subject of articles of association under Dutch law? Our experienced English-speaking specialist attorneys in Holland will be happy to help you.

T:  +31 (0)20 – 210 31 38 
E: mail@maakadvocaten.nl
Contact: Renso van Wieringhen Borski | Dutch Corporate Lawyer