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First Directors Resolution Template for Netherlands

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Key Requirements PROMPT example:

First Directors Resolution

"I need a First Directors Resolution for my new Dutch technology startup being incorporated on March 15, 2025, appointing three directors and establishing online banking arrangements with ING Bank."

Document background
The First Directors Resolution is a crucial corporate document required following the incorporation of a company in the Netherlands. It is typically prepared and executed immediately after the company's formation, documenting the first meeting of the board of directors and their initial decisions. This resolution establishes essential operational frameworks including officer appointments, banking arrangements, fiscal year determination, and signing authorities. The document must comply with Dutch corporate law requirements, particularly the Dutch Civil Code Book 2 and the Commercial Register Act. The First Directors Resolution serves as a foundational document for corporate record-keeping and is often required by banks, regulatory authorities, and other third parties as evidence of proper corporate governance and decision-making authority. It forms part of the company's permanent records and provides a reference point for future corporate actions.
Suggested Sections

1. Meeting Details: Date, time, location of the meeting, and confirmation of proper convening

2. Attendance and Quorum: List of directors present and confirmation of meeting quorum

3. Chairperson Appointment: Formal appointment of the meeting chairperson

4. Company Details Confirmation: Confirmation of company name, registration number, and registered office

5. Share Capital and Issuance: Confirmation of initial share capital and share issuance

6. Bank Account Authorization: Resolution to open company bank accounts and designate authorized signatories

7. Fiscal Year Determination: Setting of the company's fiscal year

8. Appointment of Officers: Confirmation of initial director appointments and roles

9. Registered Office: Confirmation of registered office address and correspondence address

10. Signing Authority: Definition of signing powers and authority limits

11. Close of Meeting: Formal closure of the meeting and signature block

Optional Sections

1. Additional Officer Appointments: Appointment of secretary, treasurer, or other officers if required

2. Company Seal: Adoption of company seal if the company chooses to have one

3. Share Certificates: Resolution regarding the issuance of share certificates if physical certificates are desired

4. Initial Business Policies: Adoption of initial company policies and procedures if immediate implementation is required

5. Auditor Appointment: Appointment of auditors if required by size or statute

6. Power of Attorney: Granting specific powers of attorney if needed for company operations

7. Branch Office Establishment: Resolution to establish branch offices if immediately planned

Suggested Schedules

1. List of Appointed Directors: Detailed information about appointed directors including full names, addresses, and roles

2. Share Capital Structure: Detailed breakdown of share capital, including classes of shares and shareholding structure

3. Bank Signing Mandates: Specific details of bank account signing authorities and limits

4. Initial Shareholders Register: Complete list of initial shareholders and their shareholdings

5. Specimen Signatures: Specimen signatures of all authorized signatories

Authors

Alex Denne

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

Relevant legal definitions






















Clauses




















Relevant Industries

Technology

Financial Services

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Energy

Transportation

Telecommunications

Agriculture

Construction

Education

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Administration

Company Secretariat

Executive Office

Risk Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Director

Managing Director

Company Secretary

General Counsel

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Corporate Governance Officer

In-House Counsel

Corporate Administrator

Legal Administrator

Board Secretary

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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