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Board Resolution Authorized Representative

Board Resolution Authorized Representative Template for Netherlands

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Key Requirements PROMPT example:

Board Resolution Authorized Representative

"I need a Board Resolution Authorized Representative for our Dutch subsidiary that grants our new Regional Sales Director authority to sign contracts up to €500,000 and handle all day-to-day operations, effective from March 1, 2025."

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Document background
The Board Resolution Authorized Representative is a crucial corporate governance document used when a Dutch company needs to formally delegate authority to individuals to act on its behalf. This document is particularly important in the Netherlands, where the appointment of authorized representatives must be properly documented and registered with the Dutch Chamber of Commerce (KVK) to be effective against third parties. The resolution must comply with Book 2 of the Dutch Civil Code and typically includes specific details about the scope of authority, any limitations on powers, and the duration of the appointment. Companies commonly use this type of resolution when expanding operations, streamlining signing authorities, or implementing new organizational structures that require formal delegation of powers.
Suggested Sections

1. Header and Formal Information: Company details, date, time, and place of the board meeting

2. Attendance: List of board members present and confirmation of quorum

3. Preamble: Reference to relevant articles of association and board's authority to appoint representatives

4. Background: Explanation of the need for appointing an authorized representative

5. Confirmation of Consideration: Statement that the board has considered the matter and relevant documentation

6. Resolution: Formal decision to appoint the authorized representative

7. Representative Details: Full name, date of birth, and position (if applicable) of the appointed representative

8. Scope of Authority: Detailed description of the powers being granted to the representative

9. Duration: Period for which the authorization is valid

10. Execution: Signature block for board members

Optional Sections

1. Conditions Precedent: Include when the authority is subject to specific conditions being met

2. Monetary Limits: Include when the representative's authority is limited to specific monetary thresholds

3. Specific Exclusions: Include when certain matters are explicitly excluded from the representative's authority

4. Internal Reporting Requirements: Include when the representative must report to specific internal bodies

5. Substitute Authority: Include when the representative has power to delegate authority further

6. Conflicts of Interest: Include when specific provisions regarding conflicts of interest need to be addressed

Suggested Schedules

1. Schedule 1 - Detailed Powers: Comprehensive list of specific powers and authorities granted

2. Schedule 2 - Monetary Thresholds: Detailed breakdown of monetary limits for different types of transactions

3. Schedule 3 - Required Forms: Templates of forms or documents the representative is authorized to sign

4. Appendix A - Copy of ID: Certified copy of representative's identification documents

5. Appendix B - Chamber of Commerce Forms: Required forms for registration with the Dutch Chamber of Commerce (KVK)

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions







































Clauses


























Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Transportation

Professional Services

Real Estate

Construction

Agriculture

Telecommunications

Education

Hospitality

Mining

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Executive Office

Finance

Human Resources

Operations

Risk Management

Corporate Affairs

Administration

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

General Counsel

Legal Director

Compliance Officer

Corporate Governance Officer

Chief Financial Officer

Operations Director

Human Resources Director

Commercial Director

Regional Manager

Country Manager

Branch Manager

Department Head

Authorized Representative

Power of Attorney Holder

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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