Association Set Up

The key features of an association

  • Having more than one member
  • Member’s meeting, aka ledenvergadering, has total control and influence
  • Every member has a right to vote
  • The member’s meeting assigns committee
  • The Committee should at least have a chair, secretary and cashier

Types of association

1. Association that has Full Legal Capacity

Theoretically, whenever you form vereniging with 'full legal capacity' (volledige rechtsbevoegdheid), you won’t be responsible for the liabilities individually. It will be your responsibility to come up with a proposal with civil-law notary in which you will state that you will form vereniging and list all bylaws. They will include:

  • name and address

  • aim (profit sharing for members is not a valid purpose or objective)

  • member requirements

  • the procedures for having members’ general meeting

  • regulations to appoint and revoke committee membership

  • distribution of excess following disunion

Remember that civil-law notary will be needed to alter the contract if you want to change the rules of the vereniging. Together with their regulations, associations also have internal laws. They specify the day-to-day activities of vereniging. Civil-law notary is not required for these internal regulations.

It's compulsory to specify a vereniging with 'full legal capacity' in the Dutch Commercial Register (Handelsregister) at the Chamber of Commerce (Kamer van Koophandel (KVK)).

An association with 'full legal capacity' has the same rights as well as responsibilities that of a member of the public. For instance, it is possible for them to get credit and obtain equities that are registered.

Suppliers of financial aid mostly demand that associations get 'full legal capacity'.

2. Association with Limited Legal Capacity

Forming vereniging with no civil-law notary results in 'limited legal capacity' (beperkte rechtsbevoegdheid), which makes you responsible for all regulations personally. Recording your vereniging in the Dutch Commercial Register will restrict your responsibilities in vereniging.

A 'limited legal capacity' association is not allowed to possess registered equity, e.g., immovable property.

Committee member liability

A vereniging is a corporate body; therefore, in theory, members of the committee are not responsible for any loans. This regulation, nevertheless, has some exceptions — for instance, maladministration, dereliction, and failure to record the vereniging in the Dutch Commercial Register.

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