Document background
A Board Resolution Appointing Officers is a crucial corporate governance document used in the Netherlands when a company needs to formally appoint new officers or make changes to existing appointments. This document is required under Dutch law to properly record board decisions regarding officer appointments and ensures compliance with both the Dutch Civil Code and company articles of association. It typically follows specific formalities required by Dutch corporate law, including proper meeting notices, quorum requirements, and voting procedures. The resolution must be detailed enough to satisfy requirements for registration with the Dutch Chamber of Commerce (KvK) and usually includes specific information about the appointees, their roles, terms of office, and any special powers granted. This document is particularly important in the context of Dutch corporate governance, which can follow either a one-tier or two-tier board structure, and must reflect the appropriate governance model of the company in question.
