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A Shareholder Resolution is a formal proposal put forward by shareholders at a company's general meeting under Dutch corporate law. It lets shareholders actively shape company decisions by voting on specific actions, from appointing new board members to changing business strategies or environmental policies.

These resolutions need support from shareholders holding at least 3% of the company's issued capital to make it onto the meeting agenda, according to the Dutch Civil Code. Once properly submitted, the board must address the resolution at the general meeting, where shareholders can discuss and vote on it - making it a powerful tool for investor influence in Dutch companies.

Use a Shareholder Resolution when you need to push for significant changes in a Dutch company's direction. Common scenarios include advocating for new sustainability policies, requesting changes to executive compensation, proposing new board members, or demanding increased dividend payments.

Timing matters - submit your resolution at least 60 days before the annual general meeting to meet Dutch legal requirements. For urgent matters between annual meetings, shareholders holding 10% of issued capital can request an extraordinary general meeting. This tool works particularly well when you've already tried informal discussions with management and need a formal mechanism for change.

• Ordinary Resolution Of Shareholders: Requires a simple majority (50%+) for routine matters like appointing directors or approving dividends
• Shareholder Special Resolution: Needs 75% majority for major changes like altering company articles or reducing share capital
• Circular Resolution Of Shareholders: Allows decision-making without a physical meeting, requiring unanimous written agreement
• General Meeting Resolution: Passed during annual or extraordinary general meetings, covering various corporate matters
• Members Written Resolution: Used for private companies when shareholders make decisions without holding meetings

• Individual Shareholders: Can propose and vote on resolutions, with major shareholders (3%+ ownership) having direct proposal rights
• Board of Directors: Must respond to shareholder resolutions, implement approved measures, and often draft counter-proposals
• Company Secretary: Handles the formal documentation, ensures compliance with Dutch corporate law, and manages resolution logistics
• Legal Counsel: Reviews resolution text for legal compliance and advises on Dutch corporate governance requirements
• Institutional Investors: Often lead strategic resolutions and influence voting patterns, particularly in listed companies

• Company Details: Gather articles of association, shareholder register, and current ownership percentages
• Resolution Purpose: Clearly define the proposed action, ensuring it falls within shareholder authority under Dutch law
• Legal Requirements: Check voting threshold needed (50% for ordinary, 75% for special resolutions)
• Meeting Information: Set date, time, and location for voting, allowing 60 days notice for AGMs
• Supporting Documents: Prepare background materials explaining resolution rationale and impact
• Draft Resolution: Use our platform's templates to ensure compliance with Dutch corporate law requirements

• Company Identification: Full legal name, registration number, and registered office address
• Resolution Title: Clear indication if ordinary or special resolution, plus sequential numbering
• Meeting Details: Date, time, location, and type of meeting (AGM/EGM)
• Resolution Text: Clear, unambiguous statement of the proposed action in accordance with Dutch corporate law
• Voting Requirements: Specify majority needed and quorum requirements
• Authentication: Chairperson's signature, company seal if required, and date of passing
• Supporting Information: Reference to relevant articles of association and statutory provisions

While both documents deal with corporate governance, a Shareholder Resolution differs significantly from a Board Resolution. Understanding these differences helps you choose the right tool for your situation.

• Decision-Making Authority: Shareholder Resolutions are passed by company owners and can override board decisions on major issues like mergers or capital changes, while Board Resolutions reflect decisions made by directors for day-to-day operations
• Legal Requirements: Shareholder Resolutions often need higher voting thresholds (75% for special resolutions) and longer notice periods under Dutch law, whereas Board Resolutions typically need simple majority votes
• Scope of Issues: Shareholder Resolutions handle fundamental changes like amending articles or appointing directors, while Board Resolutions cover operational matters like opening bank accounts or approving contracts
• Filing Requirements: Major Shareholder Resolutions must be filed with the Dutch Chamber of Commerce, but most Board Resolutions remain internal documents