Statuten
Articles of Association
The articles of association are the internal rules of a legal entity, such as a BV or NV, that establish its structure, powers and operations.
The articles of association form the foundation of a company and are embodied in a notarial deed upon incorporation. They include, among other things, the name, the objects, the share capital, the governance arrangements and the powers of the board and the shareholders.
They are relevant because they are binding on the organs of the legal entity and may only be amended by notarial deed with the approval of the requisite majority. In practice, the articles of association play a significant role in disputes concerning powers or in acquisitions and restructurings.
“The articles of association were amended to enable the transfer of shares to third parties.”
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