Dutch Limited liability Company – Important Informationby Aaron William Services on Demands
A (BV) besloten vennootschap is referred to a company limited by shares and the shares are registered at the private level.
No doubt, A BV may be formed by one or added ‘incorporators’, being either single or legal entities. One only individual or entity alone, no matter Dutch or foreign, might be the single incorporator and complete management board at the same moment; no secretary is required. If there is just one shareholder, it will not entail Personal liability; however, his name will be recorded as such in the certificates of registration of the BV approved by the trade register. Shareholdings are recorded in the shareholders register that should be kept in the workplace of the company.
Action Of Incorporation
An action of incorporation will be performed earlier a notary public and submitted with the trade register of the Chamber of Commerce and even with the authorities of the tax. The official deed of integration shall be in Dutch, Company NL will give a complete translation in English. The act contains the (personal) information of the incorporator(s) and the starting member(s) of the board, and the money of their participation(s) and sum(s) to the starting capital. Additionally, the action contains the articles of connection, consisting of at least the name of the company, the city where the corporation shall have its registered seat, the idea of the business, the authorised assets in Euro and its separation in shares, as well as the conditions for share convey.
Name of The Company
It is sensible to check whether the name of company or a similar name has previously been registered as a trademark and trade name, as in that case the holders of such previous registrations may power the company to modify its title afterwards. The company name should start or end with the letters ‘BV’. Separately from its company title however, the BV may liberally decide and register one or more diverse trade names, for labelling the complete or one or more elements of its business.
The incorporator can select how elevated the share capital will be, which can yet be € 1. There should at least be one split with one voting right. A share can have a selection right, a profit accurate or both.
The management board has infinite powers to perform for the company, as do the person board members except restricted by the articles of friendship. The only limit allowed, however, is to need joint signatures. The just case where a board member will be prohibited from validly instead of the BV, is when he has a personal attention in a specific transaction, except the articles of organization overrule this control.
Created on Aug 29th 2017 04:31. Viewed 334 times.