📄Statutes summary

Statutes: Key Elements

The statutes of a company are its foundational legal documents that outline the rules and regulations governing its operations. When establishing a B.V. (private limited company) through the Digital Notary, certain key elements in the statutes are essential to ensure smooth and compliant operations. Here are the most important aspects to consider:

1. Share Classes and Rights

• Class A Shares: These shares come with voting rights and are typically issued to founders and key stakeholders who need to participate in strategic decisions.

• Class B Shares: These shares do not have voting rights but include rights to dividends and meeting participation. They are ideal for attracting small investors who seek financial returns without governance involvement.

• Issuance and Allocation: Standard issuance of 100 million Class A shares and 100 million Class B shares, each with a nominal value of €0.00001. Unallocated shares remain in the company's treasury for future issuance.

2. Voting Rights and Procedures

• General Meeting of Shareholders: The statutes should detail the procedures for calling and conducting general meetings, including notice periods, quorum requirements, and voting methods.

• Decision-Making: Specifics on how decisions are made, including the distinction between ordinary resolutions (simple majority) and special resolutions (higher threshold, such as a two-thirds majority), are crucial.

• Proxy Voting: Rules for appointing proxies to vote on behalf of shareholders who cannot attend meetings in person.

3. Transfer of Shares

• Preemptive Rights: Existing shareholders may have the right to purchase additional shares before they are offered to new investors, maintaining their proportional ownership.

• Approval Process: The process for transferring shares, including necessary approvals from the board of directors or shareholders, should be clearly outlined.

• Restrictions: Any restrictions on the transfer of shares, such as lock-up periods or conditions under which shares can be sold, should be specified.

4. Dividends and Profit Distribution

• Dividend Policy: The statutes should define how and when dividends are declared and distributed to shareholders.

• Profit Allocation: Rules for allocating profits, including the creation of reserves and the distribution of remaining profits to shareholders, should be included.

5. Corporate Governance

• Board of Directors: The composition, appointment, and removal procedures for directors should be detailed, including the roles and responsibilities of the board.

• Director’s Authority: The extent of the directors’ authority to represent the company, whether they can act individually or jointly, must be clear.

• Meetings and Decisions: Procedures for board meetings, including frequency, notice requirements, and decision-making processes.

6. Drag-Along and Tag-Along Rights

• Drag-Along Rights: Enable majority shareholders to compel minority shareholders to join in the sale of the company. This ensures that the company can be sold as a whole without minority shareholders blocking the sale.

• Tag-Along Rights: Allow minority shareholders to join in the sale of shares on the same terms as majority shareholders, providing protection and ensuring they are not left behind in a sale.

7. Amendments to the Statutes

• Procedure for Amendments: The statutes should outline how they can be amended, typically requiring a special resolution by the shareholders.

• Approval Requirements: The level of approval needed, such as a supermajority vote, for any changes to the statutes.

8. Dissolution and Liquidation

• Conditions for Dissolution: The circumstances under which the company can be dissolved, such as by a resolution of the shareholders or court order.

• Liquidation Process: The procedures for winding up the company’s affairs, including the distribution of assets to creditors and shareholders.

By incorporating these key elements into the statutes, the Digital Notary ensures that the B.V. operates transparently, efficiently, and in compliance with legal requirements. These statutes provide a solid foundation for governance, ownership, and operational procedures, supporting the company’s growth and stability.