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Companies Memorandum Of Association Template for Netherlands

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Key Requirements PROMPT example:

Companies Memorandum Of Association

"I need a Companies Memorandum of Association for incorporating a Dutch technology startup BV with three founding shareholders, including provisions for a two-tier board structure and employee share participation scheme, planned for implementation by March 2025."

Document background
The Companies Memorandum of Association is a crucial document required for incorporating any company in the Netherlands. It must be prepared and executed in the Dutch language before a civil law notary and serves as the founding document that brings the company into legal existence. This document is mandatory under Dutch corporate law and includes essential information about the company's formation, including details about its founders, initial share capital, management structure, and corporate objectives. The Memorandum of Association must be accompanied by the Articles of Association (Statuten) and is required to be registered with the Dutch Commercial Register (Handelsregister) maintained by the Chamber of Commerce. The document is used when establishing new companies, whether they are private limited companies (BV) or public limited companies (NV), and remains a vital reference throughout the company's existence for matters relating to its incorporation and initial structure.
Suggested Sections

1. Appearance Details: Information about the appearing parties before the civil law notary, including founders' details and representation

2. Incorporation Declaration: Formal statement of incorporation of the company

3. Company Details: Basic information including company name, registered office, and initial share capital

4. Share Capital Structure: Details of share capital, number and types of shares, and nominal value

5. Initial Shareholders: Information about the founding shareholders and their initial shareholdings

6. First Managing Directors: Appointment of the first managing director(s) of the company

7. Financial Year: Definition of the company's first and subsequent financial years

8. Address: Company's initial registered address

9. Object and Purpose: The company's business objectives and permitted activities

10. Notarial Declaration: Final declarations by the notary including confirmation of authority and compliance with legal requirements

Optional Sections

1. Supervisory Board: Required if the company will have a supervisory board (Raad van Commissarissen)

2. Share Transfer Restrictions: Special provisions regarding the transfer of shares, if more detailed than in the Articles of Association

3. Special Rights Founders: Any special rights granted to company founders

4. Non-Cash Contributions: Details of any contributions made in kind rather than cash

5. Power of Attorney: If the incorporation is done through representatives, details of the powers of attorney

6. Pre-Incorporation Actions: Ratification of actions taken on behalf of the company before official incorporation

Suggested Schedules

1. Articles of Association (Statuten): The full text of the company's articles of association, including all mandatory provisions required by Dutch law

2. Powers of Attorney: Copies of any powers of attorney used in the incorporation process

3. Bank Statement: Proof of deposit of initial share capital

4. Valuations: If there are contributions in kind, independent valuations of these contributions

5. UBO Declaration: Declaration regarding the ultimate beneficial owners of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























Clauses






























Relevant Industries

All Industries

Legal Services

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Construction

Energy

Transport and Logistics

Agriculture

Education

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Risk Management

Executive Leadership

Finance

Administration

Corporate Services

Business Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Corporate Governance Officer

Managing Director

Board Member

General Counsel

Legal Administrator

Corporate Services Manager

Risk Manager

Business Development Director

Chief Financial Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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