Establishing a foundation
A foundation must be established with a notary using a notarial deed, and may be established by one or more persons. In addition to the deed of incorporation, the foundation must be registered in the Commercial Register.
What is a Foundation?
The foundation is a legal entity. That is, the foundation has full legal capacity and is an independent bearer of rights and obligations. The directors are not liable for debts. However, in case of mismanagement, the directors are liable for debts. A foundation may make profits, but these profits may not be distributed to the directors. Establishing a foundation can only be done with a notarial deed or will.
Establishing a foundation
A foundation must be established with a notary using a notarial deed, and may be established by one or more persons. In addition to the deed of incorporation, the foundation must be registered in the Commercial Register. However, until the foundation is registered with the Commercial Register, the directors/founders are jointly and severally liable for the actions performed on behalf of the foundation.
Certificate of Incorporation
The deed of incorporation must include the foundation's bylaws. In the articles of incorporation, the notary will include at least the following information:
- The name of the foundation, with the word foundation as part of the name;
- the municipality in the Netherlands where it is located;
- the purpose of the foundation;
- The method of appointment and removal of directors;
- the appropriation of the surplus balance upon dissolution or the manner in which the appropriation is to be determined.
The obligations and powers of the board are also often included in the bylaws.
Benefits
A foundation's distributions must benefit its idealistic or social purpose. A foundation may not make distributions to its founders or to those who are members of organs within the foundation (such as the board of directors). However, it is permitted to reimburse founders or directors for expenses or time made available (provided it is real).
Check
The deed must be drawn up in Dutch and the notary verifies that the above requirements are met.
Why choose Marks Wachters notaries?
- Personal
We combine high-quality service with personal attention. - For over 75 years
A household name in Greater Eindhoven and Nuenen since 1949. - Clear
We communicate in understandable language and avoid unnecessarily difficult language.
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