Recommendations for Drafting Founding Documents When Opening a Company in the Netherlands Similar to a Russian LLC (OOO)
Recommendations for Drafting Founding Documents When Opening a Company in the Netherlands Similar to a Russian LLC (OOO)Opening a company in the Netherlands that is similar to the Russian LLC (OOO) requires careful preparation of the founding documents. In the Netherlands, the equivalent of an LLC is called Besloten
Vennootschap (BV). Here are several key recommendations to consider when drafting the founding documents for a BV:
1. Company NameThe company name must be unique and should not be similar to any existing companies in the Netherlands.
The name must include the designation "BV" (which stands for "Besloten Vennootschap"), similar to the LLC designation in Russia.
It is recommended to check the availability of the name in the Dutch Trade Register (Kamer van Koophandel - KvK) before submitting the application.
2. Founders
The founding documents must specify the number of founders and their shares in the capital of the company.
If the founders are legal entities (other companies), their registration details should also be included in the founding documents.
The founding documents must specify the number of founders and their shares in the capital of the company.
If the founders are legal entities (other companies), their registration details should also be included in the founding documents.
3. Share Capital
There are no strict minimum requirements for share capital for BV in the Netherlands (since 2012).
However, it is advisable to specify a minimum amount of share capital, for example, 1 euro, but it can be increased in the future if needed.
There are no strict minimum requirements for share capital for BV in the Netherlands (since 2012).
However, it is advisable to specify a minimum amount of share capital, for example, 1 euro, but it can be increased in the future if needed.
4. Company Objectives
The founding documents must clearly define the objectives and types of business activities of the company.
The description should be broad enough to cover all potential business activities in the future.
The founding documents must clearly define the objectives and types of business activities of the company.
The description should be broad enough to cover all potential business activities in the future.
5. Company Address
A legal address in the Netherlands must be included in the founding documents.
The company’s legal address will be used for official communications.
6. Shareholders and Their Shares
In BV, each shareholder has their share in the company's capital, and this information must be included in the founding documents.
The shareholding details, rights of each shareholder (e.g., voting rights), and obligations should be outlined.
7. Company Management
It is essential to define the structure of management, whether there will be one or more directors (such as a CEO), and outline their powers and duties.
The rights and obligations of shareholders regarding decision-making and director appointments should also be included.
8. Decision-Making Procedures
The founding documents must specify the procedures for shareholder decision-making, including the quorum and majority required for making decisions.
Also, it should be clear which decisions can be made without shareholder meetings (e.g., via written resolutions).
9. Directors' Rights and Responsibilities
The documents must define how directors will be appointed and what their powers and responsibilities will be, such as internal company decisions, shareholder meetings, etc.
10. Share Transfer and Exit Procedures
It is important to specify the procedures for the transfer or sale of shares to other parties, such as granting other shareholders the right of first refusal.
Additionally, the documents should cover scenarios like the death or bankruptcy of a shareholder.
The founding documents must specify the procedures for shareholder decision-making, including the quorum and majority required for making decisions.
Also, it should be clear which decisions can be made without shareholder meetings (e.g., via written resolutions).
9. Directors' Rights and Responsibilities
The documents must define how directors will be appointed and what their powers and responsibilities will be, such as internal company decisions, shareholder meetings, etc.
10. Share Transfer and Exit Procedures
It is important to specify the procedures for the transfer or sale of shares to other parties, such as granting other shareholders the right of first refusal.
Additionally, the documents should cover scenarios like the death or bankruptcy of a shareholder.
11. Registration in the Kamer van Koophandel (KvK)
The founding documents must be registered with the Dutch Chamber of Commerce (Kamer van Koophandel - KvK).
The company will receive a registration number and must comply with Dutch business laws.
12. Tax and Accounting Considerations
The founding documents should establish the mechanisms for accounting and reporting to ensure compliance with Dutch tax laws.
The documents should also specify who will be responsible for bookkeeping and tax obligations.
13. Amendments to the Articles of Association
The founding documents should outline how amendments to the company’s articles can be made (e.g., increasing capital, changing management structure, or company objectives).
Changes require special shareholder resolutions and approval by a notary.
14. Interaction with Other Companies
If the company plans to interact with other legal entities, the documents should define the process for entering into agreements, responsibilities, and risks related to such interactions.
15. Compliance with Dutch Laws
The founding documents must comply with Dutch law, including corporate, employment, and tax regulations.
The founding documents must be registered with the Dutch Chamber of Commerce (Kamer van Koophandel - KvK).
The company will receive a registration number and must comply with Dutch business laws.
12. Tax and Accounting Considerations
The founding documents should establish the mechanisms for accounting and reporting to ensure compliance with Dutch tax laws.
The documents should also specify who will be responsible for bookkeeping and tax obligations.
13. Amendments to the Articles of Association
The founding documents should outline how amendments to the company’s articles can be made (e.g., increasing capital, changing management structure, or company objectives).
Changes require special shareholder resolutions and approval by a notary.
14. Interaction with Other Companies
If the company plans to interact with other legal entities, the documents should define the process for entering into agreements, responsibilities, and risks related to such interactions.
15. Compliance with Dutch Laws
The founding documents must comply with Dutch law, including corporate, employment, and tax regulations.
16. Notary Public
All founding documents for a BV must be signed in the presence of a notary in the Netherlands. The notary will register the company with the Kamer van Koophandel (KvK) and certify the formation of the legal entity.
SummaryThe founding documents of a company in the Netherlands should be drafted in accordance with local laws. It is advisable to consult with a lawyer or accountant specializing in Dutch corporate law before proceeding with the formation of the company.
Attention should be paid to governance, shareholder rights, decision-making procedures, and tax reporting to ensure the long-term stability and success of the business.
SummaryThe founding documents of a company in the Netherlands should be drafted in accordance with local laws. It is advisable to consult with a lawyer or accountant specializing in Dutch corporate law before proceeding with the formation of the company.
Attention should be paid to governance, shareholder rights, decision-making procedures, and tax reporting to ensure the long-term stability and success of the business.
16 April / 2024
Evgenii Kuznetsov
CEO Founder & Product Manager