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A Shareholder Resolution lets investors formally propose and vote on specific actions at a company's general meeting, as outlined in Belgium's Code of Companies and Associations. These proposals can address anything from environmental policies to executive pay, giving shareholders a direct voice in company decisions.

Belgian law requires shareholders to hold at least 3% of company shares to submit a resolution, and it must be filed at least 22 days before the meeting. Once properly submitted, the board must include the resolution in the meeting agenda, allowing all shareholders to vote on it. Successful resolutions become binding on the company's management.

Use a Shareholder Resolution when you need to push for meaningful change in a Belgian company where management hasn't addressed important concerns. Common triggers include requesting environmental impact reports, proposing new board members, challenging executive compensation packages, or demanding stronger corporate governance measures.

The timing matters - file your resolution at least 22 days before the annual general meeting, and ensure you meet the 3% shareholding requirement. This tool works especially well for coordinated action with other shareholders to address issues like sustainability targets, dividend policies, or strategic direction that management has overlooked or resisted.

• Ordinary Resolutions: Used for routine business matters, requiring a simple majority (50% + 1) of shareholder votes. These handle annual accounts approval, dividend declarations, and director appointments.
• Special Resolutions: Required for fundamental changes, needing 75% shareholder approval. These cover company name changes, capital structure modifications, or major asset sales.
• Environmental/Social Resolutions: Focus on sustainability, labor practices, or corporate responsibility initiatives, growing increasingly common in Belgian listed companies.
• Governance Resolutions: Address board composition, executive compensation, voting rights, or other management oversight matters.

• Shareholders: Individuals or institutions owning at least 3% of company shares can propose resolutions, with all shareholders having voting rights at general meetings.
• Board of Directors: Must review submitted resolutions, include them in meeting agendas, and implement approved measures.
• Corporate Secretaries: Handle the administrative process, ensure compliance with filing deadlines, and maintain official records.
• Legal Counsel: Reviews resolution text for legal compliance and helps draft precise language that meets Belgian corporate law requirements.
• Institutional Investors: Often lead resolution campaigns, particularly on environmental, social, and governance issues.

• Shareholding Verification: Document your ownership of at least 3% of company shares, or coordinate with other shareholders to meet this threshold.
• Issue Research: Gather supporting data, financial impacts, and precedents from similar resolutions to strengthen your proposal.
• Resolution Text: Draft clear, specific language stating the proposed action and desired outcome, following Belgian corporate law requirements.
• Timing Check: Confirm submission deadlines - typically 22 days before the general meeting - and prepare supporting documentation.
• Legal Review: Our platform helps generate legally-sound resolution text, ensuring compliance with Belgian corporate governance standards.

• Title and Date: Clear identification of the document as a shareholder resolution, including meeting date and company details.
• Proposing Shareholder(s): Names and shareholding percentages, confirming the 3% minimum threshold.
• Resolution Text: Precise, actionable proposal written in clear, unambiguous language.
• Legal Basis: Reference to relevant articles of Belgian Company Code and company bylaws.
• Supporting Documentation: Any required financial data, impact assessments, or background information.
• Certification: Confirmation of shareholding status and voting rights from an authorized depositary.

A Shareholder Resolution differs significantly from a Shareholder Agreement in both purpose and application within Belgian corporate law. While both documents involve shareholder rights, they serve distinct functions in corporate governance.

• Purpose and Timing: Shareholder Resolutions are specific, one-time decisions voted on at meetings, while Shareholder Agreements are ongoing contracts governing relationships between shareholders.
• Legal Effect: Resolutions become binding company decisions once approved by the required majority, whereas Agreements create contractual obligations between signing shareholders.
• Scope: Resolutions address single issues like dividend payments or board appointments, while Agreements cover broader aspects like share transfers, voting rights, and exit procedures.
• Modification Process: Resolutions require a new vote to change, but Agreements typically need all parties' consent for amendments.