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Shareholders Resolution

Shareholders Resolution Template for Netherlands

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Key Requirements PROMPT example:

Shareholders Resolution

"I need a shareholders resolution for my Dutch BV company to approve the appointment of a new managing director and authorize a share issuance of 1000 new shares, with the resolution to be effective from March 15, 2025."

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Document background
A Shareholders Resolution is a crucial corporate document used in Dutch business practice to formalize decisions made by company shareholders. It is required whenever shareholders need to make formal decisions about company matters, whether in a physical meeting, virtual meeting, or through written resolution. The document must comply with Dutch corporate law, particularly Book 2 of the Dutch Civil Code and the company's articles of association. Common uses include approving annual accounts, appointing directors, authorizing share issues, approving major transactions, and amending company articles. The resolution must clearly document the decision-making process, including proper notice, quorum requirements, voting results, and any specific requirements based on the company's articles of association or shareholders' agreement.
Suggested Sections

1. Header and Date: Company details, document type, and date of the resolution

2. Attendance Details: List of shareholders present or represented, including shareholding percentages and voting rights

3. Meeting Details: Information about the meeting including whether it was properly convened, or if it's a written resolution

4. Background: Context and reasons for the resolution(s)

5. Confirmation of Quorum: Confirmation that required quorum was met as per Articles of Association

6. Resolution(s): The formal decision(s) being made, clearly numbered if multiple resolutions

7. Voting Results: Record of how the vote was conducted and the outcome

8. Closing: Formal closing statements and signature section

Optional Sections

1. Recitals: Additional background information when complex circumstances need to be explained

2. Conditions Precedent: Include when the resolution is subject to certain conditions being met

3. Implementation Instructions: When specific actions need to be taken to implement the resolution

4. Reservation of Rights: When shareholders need to reserve certain rights or make specific disclaimers

5. Dissenting Opinions: When there are shareholders voting against who wish to record their objections

Suggested Schedules

1. Proxy Forms: Copies of proxy forms if shareholders are represented by others

2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., valuations, reports)

3. Notice of Meeting: Copy of the notice sent to shareholders (if applicable)

4. Voting Records: Detailed breakdown of votes if multiple shareholders or share classes involved

5. Register of Shareholders: Current shareholder information if resolution affects share ownership

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
























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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Transportation

Professional Services

Construction

Agriculture

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Corporate Governance

Board Support

Compliance

Finance

Executive Office

Shareholder Relations

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Member

Managing Director

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

General Counsel

Director of Legal Affairs

Board Secretary

Corporate 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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