Setting up a Dutch
Setting up a Dutch Association
The association is a legal firm that is used to, as the name implies, unite several people in a certain context. According to the law, the association is a legal entity with members who are focused on a specific purpose (for example 'making music' or 'protecting the local nature'). The association established as a cooperative ('the cooperative') is not regarded as an association under the law.
A notarial deed is required for the establishment of an association with full legal capacity. In addition, registration in the Trade Register of the Chamber of Commerce is mandatory.
In the founding deed you declare that you create the association and you lay down the statutes. These are the 'game rules' of the association. The deed must be drawn up in Dutch (or in Frisian in Friesland) and the notary checks whether all requirements have been met. At least 2 people are needed to set up an association.
Chamber of Commerce registration
Every association with full legal capacity is obliged to register in the Trade Register of the Chamber of Commerce. The notary usually takes care of this. Without this registration, directors of the association are personally liable for legal acts that they perform on behalf of the association.
When registering in the Trade Register, the personal details of the founders and directors are included in the register. A notarial copy of the articles of association must also be deposited for inspection at the Chamber of Commerce. The data that will appear in the Trade Register are public.
The registration in the Trade Register must be current. You must notify the Chamber of Commerce yourself of a change of board. The notary does not do this for you automatically.
When setting up an association, this is the most important choice: choose an association with full legal capacity or limited legal capacity. View the most important differences:
Full legal capacity
Association management not liable in private
Association may receive all legacies, including real estate
Association may receive heritages, gifts and subsidies
Association may buy and own real estate
Notarial deed required
Limited legal capacity
Association board liable as private individuals (for any claims towards the association)
Association may receive legacies, but not from real estate
Association may not receive inheritances, gifts and subsidies
Association cannot become the owner of real estate
May with private deed
An association that has not been established by a notarial deed is also referred to as 'informal association'. The informal association is widely used by action committees and must at least meet the following requirements:
There must be a membership;
It is an organization that has been established for a specific purpose;
A board and regular member meetings are mandatory;
The organization must participate in legal transactions as a unit. This means that members may not conduct separate proceedings for the same purpose as the association.
If an association does not meet these requirements, it is not a legal person. It is then not possible to conduct legal proceedings or to object to a decision by a municipality or province.
The obligations and powers of the board are often included in the statutes. It is important to make agreements about who can represent the association and for what, and who will manage the bank account. The highest power lies with the members' meeting: it appoints the board. Good statutes prevent people from abusing their powers. Are certain items not listed in the articles of association? Then the law applies.
The following matters are in any case laid down in the statutes:
The name of the association and the municipality in which it is established;
The purpose of the association;
The obligations of the members towards the association, or the way in which these obligations can be imposed. Consider the contribution.
The method of convening the general meeting;
The method of appointment and dismissal of directors;
The destination for the money that remains after the dissolution of the association or the way in which that destination must be determined.
Think carefully about the voting rights during the general meeting. Are there no restrictions in the articles of association? Then, for example, youth members may also vote or be elected to the board.
The general members' meeting often draws up one or more regulations in addition to the articles of association. For example, rules for applying for membership, rules of conduct, the method of payment of contributions, decision-making within the board and the use of the clubhouse. The powers of board members laid down in the articles of association cannot be restricted or extended by regulations. A regulation that is contrary to the articles of association is not binding. Regulations do not have to be recorded in a notarial deed.
Members' contributions are usually the main source of income for an association. Consider well in advance how high the contribution must be to make the goal of the association possible. And do you give children or people over 65 a discount, for example? Other possible income are donations and legacies. When an association is classified as an institution representing social interest (SBBI). no tax has to be paid when receiving donations and inheritances. Whether an association is eligible for a subsidy depends on the municipality.
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