Articles of association or shareholders' agreement? A practical exploration

(1)
Quist Geuze Meijeren B.V. (“Q·G·M“) is a private company with limited liability, incorporated under the laws of the Netherlands, with statutory seat in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce under number 74502832. Q·G·M is a law firm with Dutch civil law notaries, acting under the names Quist Geuze Meijeren and Q·G·M.

(2)
These general conditions are applicable to each assignment – including but not limited to, each amended assignment, partial assignment, additional assignment or follow-up assignment – to Q·G·M, as well as all activities and legal relationships resulting from or connected to these assigments. The applicability of other general conditions is explicitly declined.

(3)
All assignments are exclusively accepted by and on behalf of Q·G·M and carried out by and on behalf of Q·G·M. This is also the case if and when a certain assignment is, either explicitly or implicitly, to be carried out by a certain person. In deviation from the articles 7:404, 7:407(2) and 7:409 Dutch Civil Code, the (indirect) shareholders and managing directors of Q·G·M (and the other persons mentioned in article 4) are not personally bound or liable. An assignment does not end with the death of such a person. By providing an assignment to Q·G·M, the person providing such assignment waives all its rights, in the broadest sense, against these third parties, insofar as these arise from the execution of the assignment.

(4)
All former, current and future (indirect) shareholders, managing directors or actual decision makers of Q·G·M, persons employed by Q·G·M (including but not limited to (assigned) civil law notaries, candidate civil law notaries, paralegals, (legal) assistants and/or any other person employed by, acting at the request or for the benefit of Q·G·M on the basis of an assignment, mandate (lastgeving), proxy, as self-employed person (ZZP-er) or otherwise, as a subordinate or not, as seconded employee or as an advisor), can rely upon (the limitation of the liability included in) these general conditions, notwithstanding article 3.

(5)
The provisions included in these general conditions are also applicable to each legal relationship (i) which arises, as a consequence of or is connected with the use of the website or websites which are serviced by Q·G·M from time to time, including but not limited to www.qgmlaw.com and/or (ii) of a certain person who, whether or not permitted under these general conditions, relies upon the advice resulting from or connected with an assignment provided to Q·G·M.

(6)
Q·G·M is authorized to engage third parties for the execution of an assignment. Q·G·M is not liable for shortcomings, of whatever kind, of these third parties. Q·G·M has the right to accept a limitation of liability that such a third party may stipulate, on behalf of the client.

(7)
Any liability of Q·G·M for activities performed or to be performed by or on behalf of Q·G·M is limited to the amount that is or will be paid in the respective case under the (professional) liability insurance taken out by Q·G·M, to be increased with the amount of the applicable deductible. This limitation of liability of Q·G·M applies regardless whether the liability results from an agreement, statutory law or another legal basis.

(8)
These general conditions also apply to the persons mentioned in article 4 and article 6. Everything that is determined in these general conditions for the benefit of Q·G·M also counts as an irrevocable third-party clause within the meaning of article 6:253 of the Dutch Civil Code, for the benefit of these third parties.

(9)
All claims against Q·G·M in connection with the activities performed by or commissioned to Q·G·M (including claims for compensation for damage), expire after one (1) year after the date on which the client became aware or could reasonably have become aware of the existence of these claims respectively the damage and potential liability of Q·G·M.

(10)
Except in the case of gross negligence or wilful misconduct on the part of Q·G·M, the client indemnifies Q·G·M and the persons associated with Q·G·M against all claims from third parties, as well as against all additional costs related to the services provided by Q·G·M to the client. This indemnification includes the costs of legal assistance.

(11)
Unless otherwise agreed upon in writing, the activities of Q·G·M are invoiced on the basis of time spent, multiplied with the applicable rates as these are set from time to time by Q·G·M. Q·G·M reserves the right to annually amend its applicable (hourly) rates per 1 January. Disbursements incurred on behalf of a client are charged separately.

(12)
Q·G·M processes personal data to optimize its services and to comply with statutory provisions. For further information, reference is made to the privacy and cookie statement on the website of Q.G.M: www.qgmlaw.com.

(13)
The notarial complaints and disputes procedure is applicable to any possible disputes within the scope of this procedure. For further information, reference is made to www.knb.nl.

(14)
The legal relationship between Q·G·M and its clients is governed by Dutch law, with the exception of rules of international private law which may lead to another legal system being applicable. For the settlement of disputes, only the Dutch courts or the disputes committee are competent.

(15)
These general conditions are available in the Dutch and the English language. In case of any discrepancies between the language or explanation of these two versions, the general conditions in the Dutch language are binding.

(16)
Deviation from these general conditions is only possible in writing.

(17)
Q·G·M is authorized to amend these general conditions from time to time, without prior notice. The amended general conditions are applicable to all following legal relationships with the client.

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Privacy Statement

Privacy Statement

Personal data is processed in the context of the services provided by Q.G.M. (also referred to in this statement as “we” or “our office”). With regard to such processing of your personal data, Q.G.M. qualifies as the ‘data controller’ within the meaning of the General Data Protection Regulation (EU) 2016/679 (GDPR). The concept of ‘personal data’ includes all information about an identified or identifiable natural person.

In this Privacy Statement we wish to inform you among other things about the use of your personal data as well as your privacy rights. Please do not hesitate to contact us should you have any additional questions. You will find our contact details below:

Q.G.M.

Attn: D.J.S. Meijeren

Concertgebouwplein 29
1091 LM Amsterdam
The Netherlands
david.meijeren@qgmlaw.com

Which personal data do we process?

Depending on the relationship we have with you, we process certain personal data. We tell you more about this below.

If you are a client of ours

We process the following (categories of) personal data of clients and their contact persons:

Name and address details (name, first names, initials, titles, gender, address, postal code, residence) as provided by the client;
Other contact details (telephone number, e-mail address and similar data required for communication) as provided by the client;
Data relating to the handling of a case, including data concerning third parties as provided by the client, or a third party (e.g. a lawyer, tax adviser, financial adviser or other adviser in connection with a contract in which you are one of the parties or for which you hold a position as director, supervisor or authorised representative or obtained from a public source (such as the Trade Register (Handelsregister), the Chamber of Commerce (Kamer van Koophandel) and the Land Register (Kadaster), the Basic Registration of Persons (Basisregistratie Personen, BRP) and the Verification Information System (Verificatie Informatiesysteem) of the BKR Foundation (Stichting BKR)), see also below under “Other situations” and where relevant: Citizen Service Number (Burgerservicenummer; BSN), see also below under “Processing of Citizen Service Numbers”;
Data for the purpose of calculating and recording fees and expenses, making payments and recovering claims, including the bank account number provided by the client;
Other data of clients of which the processing is required by, or necessary to comply with, applicable laws or regulations, such as, under certain circumstances, the processing of certain data relating to proof of identity.

When you supply us with products or services

We process the following (categories of) personal data of persons from whom we purchase products or services or who work for these suppliers:

Name and address details (name, first names, initials, titles, gender, address, postal code, residence) as provided by the supplier;
Other contact details (telephone number, e-mail address and similar data required for communication) as provided by the supplier;
Data for the purpose of placing orders or purchasing services, calculating and recording fees and expenses, making payments and collecting receivables, including the bank account number as provided by the supplier;
Other data of suppliers of which the processing is required by, or necessary to comply with, applicable laws or regulations.

When you apply to us for a position

When you apply to us for employment, we process the following (categories of) personal data:

Contact details (name, first names, initials, titles, gender, address, postal code, city), as provided by you;
Other contact details (telephone number, e-mail address and similar data required for communications), as provided by you;
Nationality and date of birth, as provided by you;
Availability, CV and employment history (copies of diplomas, lists of grades, internship evaluations, certificates, letters of reference), motivation letter as provided by you and where relevant for the vacancy: the results of a competence test taken;
References as provided by you or a referent, data on the position for which the candidate has applied, notes on job interviews and written communications with you.

Other situations

Our office processes (categories of) personal data of third parties (such as persons who are not clients and of whom personal data can be found in our records, notaries, lawyers and other advisers with whom we are in contact, visitors to our website, or when you provide a reference for a data subject applying for a job with us):

Name and address details (name, first names, initials, titles, gender, address, postal code, residence), to the extent that these data are provided to us;
Other contact details (telephone number, e-mail address and similar data necessary for communication), to the extent that these data are provided to us;
Data relating to a visit to our website, including the IP address, as set out in our Cookie Statement;
If you are a referent: personal data included in the reference provided by you;
Data relating to electronic messages originating from or intended for third parties and data required to maintain contact with these third parties;
Other third-party data obtained from public sources (such as the Trade Register (Handelsregister), the Chamber of Commerce (Kamer van Koophandel) and the Land Register (Kadaster)) or provided to us by clients or third parties in the context of handling a case.

Processing of Citizen Service Numbers

We may only process your Citizen Service Number if we are required to do so by law, see Article 87 GDPR in conjunction with Article 46 of the Dutch GDPR Implementation Act). For example, we may process your Citizen Service Number to register you in the Trade Register and the UBO Register (see Article 10(2)(a) and Article 15a(2)(a) of the Trade Register Act Handelsregisterwet) and to comply with Article 33 et seq. of the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en finanicieren van terrorisme, Wwft).

On the basis of which legal processing grounds and for which purposes do we process your personal data?

We process your personal data on the basis of one or more of the following legal processing grounds:

If this is necessary for the performance of an agreement to which you are a party or to perform precontractual acts at your request;
If this is necessary to comply with statutory obligations;
If this is necessary to justify our legitimate interests or the interests of a third party;
Your consent.

If we process your personal data on the basis of your consent, we will ask you for your consent separately. You may withdraw your consent at any time. We draw your attention to the fact that the withdrawal of your consent does not affect the lawfulness of the processing of your personal data prior to the withdrawal of your consent.

We use the above personal data for the purposes stated below, in respect of which we have indicated for each purpose on the basis of which of the abovementioned legal processing grounds (a through d) we do so. If the processing is based on the principle of ‘legitimate interest’, we briefly explain this interest. If you have any specific questions in this respect, please do not hesitate to contact us.

Purposes with corresponding processing grounds:

to provide the services requested, such as drawing up and passing notarial deeds, providing advice, legalising signatures and copy collations and having data or deeds entered in register(s) such as the Trade Register, the UBO register, the Land Register and the Central Digital Repetorium (CDR), (the drawing up of) private deeds, the settlement of an estate, including the identification of the client and conducting a client investigation (a, b and c: enabling the provision and improvement of services, d for the CLTR);
informing third parties at the request of clients (a and d);
for our administration, including the calculation or recording of fees or benefits, income and expenses, the payment and collection of claims (including the use of collection agencies or bailiffs) (a, b and c: the importance of keeping proper records);
to be able to deal with any complaints and disputes about our services (a, b and c: to defend rights, to maintain and improve existing relationships by means of proper handling of complaints and to improve the quality of our services);
to maintain contact and communicate with you, e.g. to send invitations for events hosted by Q.G.M. or to send you information regarding current legal affairs, e.g. when you sign up to a Q.G.M. newsletter; (a, b, c: our interest in communicating and staying in contact with our clients, d);
for processing your application for a position (a, b, c: our legitimate interest in assessing your suitability for the vacant position and d: consent if you wish to remain in the portfolio for a longer period, see: “Retention of your personal data”);
for placing orders or purchasing services (a, b and c: our interest in being able to keep proper records);
for conducting audits and other internal controls (a, b and c: our interest in being able to keep proper records);
to grant you access to our office and for company security purposes (a, b and c: the importance of being able to carry out correct (visitor) administration and to protect our premises, our employees and the data in our possession);
to provide you with access to our website, for the purpose of security and keeping track of user statistics of our website and to be able to show specific content such as videos (a, b and c: the importance of being able to offer you a safe and optimized website , d);
to comply with our legal and statutory obligations including the as the Notary Act (Wet op het notarisambt, Wna), the Wwft, the Trade Register Act (Handelsregisterwet), the Land Register Act (Kadasterwet) and the Rules of Professional Conduct of the Notary (click here for more specific information) (b, c: the interest of being able to meet these obligations).

Additional information on the processing of personal data in notarial deeds

If our office prepares a notarial deed which contains your personal data, the notary must comply with legal regulations. These affect the processing of your personal data:

The civil law notary is obliged to include certain (personal) data in the deed (see Article 40 Wna).
Once the deed has been signed by the notary, it becomes an official piece of evidence. At that point nothing can be changed, not even if the personal details are incorrect. If any changes are necessary, the notary must draw up a new deed which includes the change.
The civil law notary is obliged to check certain (personal) data in the Basic Registration of Persons (Basisregistratie Personen, BRP), in the Trade Register (Handelsregister van de Kamer van Koophandel) and the Land Registry (Kadaster).
The civil law notary is obliged to check your identity (see Article 33 Wwft and Article 39 Wna). To this end he must request a valid identity document from you. The civil law notary verifies the authenticity of Dutch identity documents through the Verification Information System (Verificatie Informatie Systeem) of the BKR Foundation (Stichting BKR) and uses a WID scanner.
Your personal data are subject to the professional secrecy of the civil law notary. Unauthorised persons do not have access to the data.

To whom do we provide your personal data?

We do not provide your personal data to third parties (‘recipients’ within the meaning of the applicable privacy legislation), unless this is necessary for the proper performance of the purposes set out in this Privacy Statement, if the law requires us to do so, or if you have provided your consent to this end.

The third parties to whom the personal data are made available are obliged to handle your personal data confidentially. If these parties qualify as a ‘data processor’ within the meaning of the applicable privacy legislation, we will ensure that a data processing agreement is concluded with these parties, which complies with the requirements included in the GDPR. Third parties which offer services to us as an independent data controller, such as accountants, the Chamber of Commerce (Kamer van Koophandel) and the tax authorities, are themselves responsible for the (further) processing of your personal data in accordance with the applicable privacy legislation.

the Land Register (pursuant to Article 26 of the Land Register Act (Handelsregisterwet);
the Chamber of Commerce (Kamer van Koophandel);
the Central Register of Living Wills (Centraal Levenstestamentenregister, CLTR);
software suppliers such as the suppliers of our document management system with time recording, the party that hosts our website, our cloud provider, and the party from which we purchase our e-mail service;
other suppliers, such as bailiffs, lawyers, advisers, other notary offices, accountants, courier services, assessment agencies, and translation agencies;
tax authorities;
with our legal successors if we are acquired by or merged with another company, for example through bankruptcy and also with third parties involved in such proposed or actual business transaction;
courts and government institutions;
other parties, such as regulators (e.g. reporting of unusual transactions to the Financial Intelligence Unit (FIU) Netherlands pursuant to Article 16 Wwft) and other authorities where required by law or with your consent.

In order to provide our services, we can transfer your personal data to a recipient in a country outside the European Economic Area with a lower degree of protection of personal data than European Union law offers. In that case, we will ensure that such a transfer of personal data is in accordance with the applicable laws and regulations, for example by concluding a model contract prepared and approved for that purpose by the European Commission, and will assess whether any additional measures are necessary to guarantee an appropriate level of protection of your personal data. Please do not hesitate to reach out to us if you wish to receive more information about the appropriate or suitable safeguards in place for data transfers outside of the European Economic Area or if you would like to obtain a copy of those safeguards.

Retention of your personal data

We do not retain your personal data in an identifiable form for longer than is necessary to achieve the purposes included in this Privacy Statement. More specifically, we apply the following retention periods:

On the basis of Article 58 Wna and Article 12(1) of the 1995 Archives Act, notarial deeds are kept at our office for 20 years. After that the deeds may be transferred to the general depository in Winschoten. Notarial deeds are kept in perpetuity.
Personal data which are processed on the basis of the obligations pursuant to the Wwft shall, pursuant to Article 33(3) of the Wwft, be retained for five years after the time at which the business relationship was terminated or for five years after the performance of the transaction in question. With respect to reports of unusual transactions, the personal data processed for this purpose shall, pursuant to Article 34(2) of the Wwft, be retained for five years after the time at which the report was made or the time at which the message was received from FIU Nederland;
The personal data provided to us with regard to your application for a position will be stored for up to four weeks after the end of the application procedure. We can keep your personal data on file for up to one year after the end of the application procedure if you consent to this. This enables us to approach you for any future vacancies. If our office hires you, the personal data you provided with regard to your application will become part of your personnel file.
Personal data that must be kept on the basis of Article 52 of the Dutch State Taxes Act will be kept for 7 years (from the end of the year in which the data in question have lost their current value for the (tax-)related business operations) in connection with the tax retention obligation incumbent on us pursuant to Article 52(4) of the Dutch State Taxes Act.

For the retention periods of the information obtained via cookies on our website, we refer to our Cookie Statement.

The abovementioned specific retention periods can be extended if statutory retention obligations apply or will become applicable. We may also retain the personal data for a longer period of time if this is necessary in light of our legitimate interests, e.g. for the handling of incidents and/or legal disputes.

Your privacy rights

You have the following rights in respect of the processing of your personal data by us:

the right to request whether we process your personal data and if so, the right to access your personal data and to receive information about the processing of your personal data;
the right to rectification of your personal data, if these are incorrect or incomplete;
the right to have your personal data deleted (‘right to be forgotten’);
the right to object to the processing of your personal data or to limit the processing of your personal data;
the right to withdraw your consent for the processing of your personal data, if the processing is based on your consent;
the right to receive or surrender your personal data to a third party appointed by you in a structured, customary and machine-readable form (‘right to data portability’).

We do not use automated decision-making within the meaning of Article 22 GDPR.

To exercise your rights, please contact us using the contact details at the top of this Privacy Statement.

In order to prevent that we disclose information to the wrong person, we can ask you for additional information to verify your identity. In principle, we will inform you of whether we can comply with your request within one month after receipt of your request. In specific cases, for example when it concerns a complex request, this term may be extended by two months. We will inform you of such an extension within one month after receiving your request. On the basis of the applicable privacy legislation, we can refuse your request under certain circumstances. For example, a notary is not allowed to remove your personal data from a notarial deed and in certain cases we can refuse access to the personal data that we have processed for FIU notifications (see Article 23(3) Wwft). If we refuse your request, we will explain to you why.

You can find more information about your privacy rights on the website of the Dutch Data Protection Authority.

Security

We have taken appropriate technical and organisational measures to secure your personal data against unauthorised or unlawful processing and against loss, destruction, damage, modification or publication. If you have any questions about the security of your personal data, or if you suspect or see signs of misuse, please contact us via david.meijeren@qgmlaw.com.

Complaints

If you have a complaint about the processing of your personal data by us, we will be happy to work together to find a solution. If this does not lead to the desired result, you will have the right to file a complaint with the competent supervisory authority. In the Netherlands, this is the Dutch Data Protection Authority. If you live or work in another country of the European Union, you can file a complaint with the supervisory authority of that country.

Amendments

This Privacy Statement was last amended on 21 May 2024. We reserve the right to amend this Privacy Statement. The most recent version of this Privacy Statement will always be posted on our website. If substantial amendments are made that could have a significant impact on one or more of the data subjects involved, we will endeavour to inform those data subjects directly.

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Legal Information

Quist Geuze Meijeren B.V.
Concertgebouwplein 29
1071 LM Amsterdam
The Netherlands
Tel: +31 20 765 2400

Trade register of the Chamber of Commerce: 74502832
VAT number: NL8132.91.793.B01

THE ROYAL DUTCH ORGANISATION FOR CIVIL LAW NOTARIES
The (candidate) civil law notaries of Quist Geuze Meijeren are registered with The Royal Dutch Organisation for Civil Law Notaries (de Koninklijke Notariële Beroepsorganisatie) and are insured in accordance with the rules of this organization.

ANTI-MONEY LAUNDERING AND FINANCING OF TERRORISM ACT
Lawyers and civil law notaries in the Netherlands are obliged by law to verify the identity of their clients before accepting an assignment. Furthermore, they are obliged to report unusual transactions. In case of any questions, please feel free to reach out. More information can also be found on the Dutch website of the Financial Supervision Office (Bureau Financieel Toezicht) (www.bureauft.nl).

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