What are the articles of association (statuten) of a Dutch B.V.?

Dutch term: Statuten | Legal basis: Book 2 BW

The articles of association (statuten) of a Dutch B.V. are the constitutional document of the company, executed by notarial deed at the time of incorporation. They set out the company's name, registered office, share capital, share classes, transfer restrictions, board structure, general meeting powers and objects clause.

Changes to the articles require a shareholder resolution and a notarial deed amending the existing statuten. The articles are filed with the Chamber of Commerce and are publicly available. Mandatory provisions of Book 2 of the Dutch Civil Code apply regardless of what the articles say, and certain matters (such as share transfer restrictions) must be included in the articles to be effective.

Why it matters for international businesses

For international groups, the articles of association are the public-facing governance document. The more commercially sensitive governance arrangements are typically placed in a separate shareholders agreement.