Amendment of articles of association

Amendment of articles of association

When have the articles of association of your foundation, association, cooperative or limited liability company last been changed? Do you know that major changes have been incorporated into corporate law in recent years? Have you ever realised that legislative amendments in your favour sometimes only apply after you have amended your articles of association?

We can imagine that such questions are not on your mind daily. Still, it is wise to consult your articles of association regularly to check whether they are still up to date. You can start doing so on your own by - for example - taking a thorough look at whether the definition of the purpose still reflects the actual activities or to check the power of representation; it is convenient that those two directors can only act together? If that is not the case, it could be that the articles of association should be amended. Our (junior) solicitors deal with articles of association changes on a daily basis and can help you by checking with you whether your articles could be changed. Not only do we take your needs into account, but also the changes regarding the articles of association. Therefore you may assume that your articles of association are completely up to date after amendment. So take your articles of association and go through them carefully to see if everything still matches. If you want to be absolutely sure, you can always contact one of our (junior) solicitors. They are happy to help.

We can provide advice on and guidance with:

  • assessing and, where necessary, amending your articles of association;
  • preparing the necessary decision for amendment;
  • the preliminary stage for holding a shareholders’ or members’ meeting where a decision to amend the articles of association is to be made;
  • the restructuring of your business’ legal structure. Examples of recent questions to our solicitors: My limited liability company was established before October 2012. What impact does the law on simplification and flexibilisation for Private Companies (B.V.) have on me?The objects clause in my articles of association does not match the actual activities. What consequences can this have?
  • I'm going to transfer a portion of my shares. Do I have to change my articles of association?
  • I want to hold a shareholders' meeting soon. Can that happen without notice and agenda?
       
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