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Members Written Resolution

Members Written Resolution Template for Netherlands

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Key Requirements PROMPT example:

Members Written Resolution

"I need a Members Written Resolution for our Dutch BV company to approve a new share issuance to existing shareholders, increasing the share capital by €500,000, to be implemented by March 15, 2025."

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Document background
The Members Written Resolution is a crucial corporate governance tool in the Netherlands, designed to facilitate efficient decision-making by company shareholders. This document type is particularly valuable when immediate action is required or when organizing physical meetings proves impractical. Under Dutch law, especially Book 2 of the Civil Code, written resolutions must meet specific legal requirements, including proper documentation and unanimous consent in certain cases. The document typically contains the proposed resolution(s), voting mechanisms, and necessary supporting information, enabling shareholders to make informed decisions. It's commonly used for routine corporate matters, urgent decisions, or when shareholders are geographically dispersed.
Suggested Sections

1. Company Details: Full legal name of the company, registration number, and registered office address

2. Date: The date on which the resolution is being circulated

3. Title: Clear identification that this is a Members Written Resolution

4. Introduction: Statement confirming this is a written resolution under Dutch law and the relevant articles of association

5. Confirmation of Eligibility: Statement confirming that the members are eligible to pass this resolution

6. Proposed Resolution(s): Clear statement of each resolution being proposed, numbered if multiple resolutions

7. Legal Requirements: Confirmation that the resolution meets legal requirements under Dutch law

8. Signature Block: Space for members' signatures, including name, shareholding details, and date of signing

Optional Sections

1. Recitals: Background information explaining why the resolution is necessary - include when the resolution requires context

2. Quorum Confirmation: Statement confirming that the required quorum is met - include when required by articles of association

3. Voting Instructions: Instructions on how to indicate approval or rejection - include when offering voting options

4. Notice Period Waiver: Waiver of notice period requirements - include when expedited decision-making is needed

5. Declarations of Interest: Disclosure of any relevant interests - include when members have conflicts of interest

Suggested Schedules

1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., financial statements, contracts)

2. Proof of Shareholding: Current extract from shareholders register confirming voting rights

3. Power of Attorney: If any members are signing through representatives

4. Previous Relevant Resolutions: Copies of any previous resolutions referenced in the current resolution

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
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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Energy

Transportation

Agriculture

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Executive Management

Shareholder Relations

Corporate Affairs

Finance

Risk Management

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Managing Director

Chief Financial Officer

Corporate Governance Officer

Shareholder Relations Manager

General Counsel

Director of Legal Affairs

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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