Statutenwijziging
Amendment of the Articles of Association
An amendment to the articles of association is the formal modification of the articles of association of a legal entity, such as a BV or an NV. This generally requires a notarial deed and a resolution of the shareholders or members.
An amendment to the articles of association involves adapting the articles of incorporation of a legal entity to new circumstances or statutory requirements. This may concern the name, objects, share capital structure or board powers of the company.
Such an amendment is significant because the articles govern the internal organisation and powers of the legal entity. Without a valid amendment, resolutions of the corporate bodies may be invalid or third parties may be unable to rely on the correct rules.
In practice, an amendment to the articles of association is effected by a civil-law notary executing a notarial deed, followed by registration in the commercial register. Shareholders must grant their prior approval, typically by qualified majority.
“The General Meeting of Shareholders has approved the amendment to the articles of association to align the board structure with the new Corporate Governance Code.”
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