What are Articles of Association (Statuten)?

What are Articles of Association (Statuten)?

Drafting Articles of Association is a legal requirement when establishing a legal entity. The Articles set out the main rules and agreements that govern your organisation’s operations — for example, how directors are appointed and how decisions are made.

If it is unclear how the organisation should act in a specific situation, the Articles provide the guidance, including the possible consequences of certain actions.

Drafting Articles upon Incorporation

The Articles of Association form part of the mandatory document you prepare together with a notary when founding a legal entity.This document is called the Deed of Incorporation (oprichtingsakte).The notary will discuss the contents of the Articles with you, and you will pay for their services. It is therefore advisable to ask in advance about the notary’s fees for drafting the Articles.

Amending the Articles of Association

If you wish to make changes to the Articles later, this must also be done by a notary through a document called the Deed of Amendment to the Articles (akte van statutenwijziging). Such amendments are legally required and involve additional notarial costs.

Filing and Obtaining the Articles from the KVK

The notary prepares the Deed of Incorporation, including the Articles of Association. In most cases, the notary submits the Articles digitally to the Netherlands Chamber of Commerce (KVK) — this process is called filing (deponeren).The notary also notifies the KVK of any amendments to the Articles. Anyone may request a copy of the Articles from the KVK.

What Must Be Included in the Articles of Association

The contents of the Articles depend on the legal form of your organisation.

B.V. (Private Limited Company) and N.V. (Public Limited Company):

• Company name

• Registered office (official address)

• Description of business activities

• Company objectives

• Nominal value of shares

• Procedure for appointing directors

• Distribution of powers and responsibilities

• Method of holding meetings

Stichting (Foundation):

• Name of the foundation

• Registered office

• Purpose of the foundation

• Procedure for appointing and dismissing board members

• Distribution of assets upon dissolution

Vereniging (Association with full legal capacity):

• Name of the association

• Registered office

• Purpose of the association

• Obligations of members towards the association

• Procedure for convening the General Members’ Meeting

• Distribution of assets upon dissolution

Other Legal Forms:

Other legal forms, such as a Cooperative (coöperatie) or a Mutual Insurance Society (onderlinge waarborgmaatschappij), are also required to have Articles of Association.Entities without legal personality, such as a sole proprietorship (eenmanszaak) or a general partnership (VoF), do not have Articles. An association with limited legal capacity may have Articles, but this is not mandatory.