A Directors Resolution to Issue Shares is a crucial corporate document used when a Dutch company needs to increase its share capital by issuing new shares. This document is required under Dutch law (specifically Book 2 of the Dutch Civil Code) whenever the board of directors exercises its delegated authority to issue shares. It's commonly used in scenarios such as raising additional capital, implementing employee stock options, or completing investment rounds. The resolution must demonstrate compliance with statutory requirements, the company's articles of association, and any relevant shareholder authorizations. It typically includes details about the number and class of shares being issued, the issue price, consideration for the shares, and any pre-emptive rights of existing shareholders. This document is essential for maintaining proper corporate governance and creating a clear audit trail of share capital changes.
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1. Company Details: Legal name of the company, registration number, and registered office address
2. Date and Time: Date and time of the resolution
3. Present Directors: List of directors present for the resolution, confirming quorum requirements are met
4. Authority: Reference to the articles of association and/or shareholder resolution granting the board the authority to issue shares
5. Background: Brief context explaining the reason for the share issuance
6. Resolution Details: Specific details of the share issuance including number of shares, class, nominal value, and issue price
7. Pre-emptive Rights: Statement regarding pre-emptive rights of existing shareholders and whether they are being honored or excluded
8. Signing Authority: Authorization for specific directors or officers to execute necessary documents
9. Signature Block: Space for directors' signatures and date
1. Conditions Precedent: Any conditions that must be met before the share issuance becomes effective, used when the issuance is subject to specific conditions
2. Payment Terms: Details of how and when payment for shares must be made, used when payment terms need to be specified
3. Share Premium: Details of any share premium (agio) to be paid, used when shares are issued above nominal value
4. Transfer Restrictions: Any specific restrictions on the transfer of the newly issued shares, used when special transfer restrictions apply
5. Anti-dilution Provisions: Reference to any anti-dilution protections, used when existing shareholders have such rights
1. Share Issuance Details: Detailed breakdown of share numbers, classes, and recipients
2. Shareholder Authorization: Copy of relevant shareholder resolution authorizing the board to issue shares
3. Updated Shareholders Register: Preview of the updated shareholders register showing the new share distribution
4. Valuation Report: If applicable, report justifying the share issue price
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Transportation
Telecommunications
Life Sciences
Agriculture
Construction
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Corporate Governance
Executive Leadership
Investment
Administrative
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Board Member
Director
Corporate Governance Officer
Compliance Officer
General Counsel
Investment Manager
Corporate Services Manager
Finance Director
Managing Director
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