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An amendment to the articles of association of a BV is a notarial deed by which you adjust the basic rules of your company — think of a new name, a broader description of purpose, new classes of shares, an amended board regulation, or a new blocking arrangement. Required: a shareholders' resolution with a (usually) qualified majority, a notary to execute the amendment deed, and a notification to the Chamber of Commerce. Costs: €400 – €750 for a standard amendment. Turnaround time: one to two weeks.
The short answer
- Shareholders' resolution to amend the articles of association (often a qualified majority).
- Notarial deed at the notary.
- Registration with the Chamber of Commerce.
- Update of the shareholders' register, any shareholders' agreement, and board or management agreements.
When do you amend the articles of association?
Common causes:
- Change of name of the BV
- Expand the purpose description if you start new activities that do not fall under the current wording. See purpose description BV.
- new classes of shares (letter shares, cumulative preference shares, non-voting shares). See letter shares.
- administrative regulations (required majority, power of representation).
- the blocking arrangement — e.g. abolish or relax it.
- Capital reduction through cancellation of own shares.
- Post-investment round changes — veto rights, anti-dilution, drag along.
How does the process work?
The steps:
- Determine the desired changes and discuss with a lawyer exactly which texts correspond to what you want to achieve.
- Shareholders' resolution to amend — check what majority the current articles of association prescribe (often two-thirds or three-quarters).
- Draft deed at the notary. Review thoroughly.
- Execution of the deed of amendment. The new articles of association are effective from that moment.
- Registration with the Chamber of Commerce by the notary.
- Cascade work: update shareholders' register, amend shareholders' agreement if necessary, review board and management agreements.
How much does an amendment to the articles of association cost?
- Standard amendment: €400 – €750 at the notary.
- Complex change (multiple subjects, new share classes, international): €750 – €1,500.
- Legal preparation (lawyer who drafts text in advance): €250 – €1,000.
- Chamber of Commerce registration: usually included with the notary.
Regarding the financial assessment: amending the articles of association is generally cheaper than the problems you prevent (e.g., an incorrect purpose description that invalidates contracts).
What majority is needed?
As a standard, a simple majority of votes cast suffices — unless the articles of association prescribe a higher threshold. Virtually all articles of association provide for a qualified majority for amendments: two-thirds or three-quarters. For certain amendments (e.g. abolishing a blocking provision, converting share classes), unanimity of a specific group may even be required.
Check the current articles of association before you begin. An amendment that does not obtain the legally required majority is invalid.
Pitfalls
- Amendment to the shareholders' agreement without objection. The articles of association and the shareholders' agreement must be consistent.
- Forgot to notify the Chamber of Commerce. The notary usually takes care of this, but check the extract after a few days.
- Failure to update the shareholders' register after a change in share classes or numbers.
- New objective description too narrow — leads to a second amendment in two years.
- Failure to include tax consequences — some changes (e.g. conversion of shares) have a tax impact.
Honest recommendation
Amending the articles of association is not a complicated operation, provided you know in advance what you want to achieve. Invest time in a consultation with a legal expert to carefully formulate the desired wording — incorrect wording leads to a second amendment within three years. For investment rounds or complex structures: involve both a legal expert and a notary.
For a broader explanation: shares in the BV. For the shareholders' agreement that often accompanies it: shareholders' agreement.
Frequently Asked Questions
A notarial deed amending the basic rules of a private limited company (BV) — e.g., name, description of purpose, share classes, management regulations. Requires a shareholders' resolution with a (usually) qualified majority and a notification to the Chamber of Commerce after execution.
In the event of a name change, broader objective description, new share classes, amended governance regulations, adjusted blocking regulations, capital reduction, or following an investment round. Also in the event of mergers, demergers, or changes to the holding structure.
€400 – €750 for a standard amendment at the notary. €750 – €1,500 for complex amendments (multiple topics, new share classes, international aspects). Legal preparation (lawyer) is added: €250 – €1,000.
By default, a simple majority suffices under the law, but virtually all articles of association prescribe a qualified majority (two-thirds or three-quarters) for amendments. For specific amendments, group unanimity may even be required — check the current articles of association.
Typically, it takes one to two weeks from the shareholders' resolution to the signing by the notary. It takes longer for more complex amendments or multiple subjects. After that, the Chamber of Commerce registration is usually completed within a few working days.
Not legally required. A specialized SME legal counsel can usually guide the change effectively at lower costs than a lawyer. For complex international changes or a hard-fought investment round, a lawyer with M&A experience is sometimes advisable.
Updating the shareholders' register, potentially amending the shareholders' agreement and board or management agreements, verifying the Chamber of Commerce registration, and — in the event of a name change — updating stationery, website, and Chamber of Commerce listing with the bank, suppliers, and customers.
