The Board Resolution For Incorporation of a Wholly Owned Subsidiary is a crucial corporate governance document used when a company decides to establish a new subsidiary entity in the Netherlands. This document is required to demonstrate proper corporate authorization and decision-making in accordance with Dutch law and the parent company's articles of association. It serves multiple purposes: providing formal evidence of the board's decision, detailing the structure and parameters of the new subsidiary, designating authorized representatives for the incorporation process, and meeting Dutch regulatory requirements for company formation. The resolution must comply with both the Dutch Civil Code (particularly Book 2) and the Dutch Commercial Register Act, and typically requires execution before a Dutch civil law notary. This document is particularly important as it forms part of the official incorporation documentation required by the Dutch Chamber of Commerce (KvK) and serves as a reference point for future corporate governance matters.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Header Information: Company name, registration number, and date of the resolution
2. Present Directors: List of directors present at the meeting and confirmation of quorum
3. Declaration of Interest: Statement regarding any directors' interests in the matters to be discussed
4. Background: Brief explanation of the business rationale for incorporating a subsidiary
5. Confirmation of Authority: Reference to relevant articles of association confirming board's authority to establish subsidiaries
6. Primary Resolutions: Core decisions regarding the incorporation of the subsidiary, including name, registered office, and business purpose
7. Subsidiary Details: Specific details about the subsidiary including share capital, management structure, and activities
8. Implementation Authority: Authorization of specific individuals to execute the incorporation process
9. Closing and Signatures: Formal closing of the resolution and space for required signatures
1. Consideration of Financial Impact: Detailed analysis of financial implications - include when the subsidiary formation involves significant capital investment
2. Group Structure Impact: Analysis of how the new subsidiary fits into existing group structure - relevant for complex corporate groups
3. Risk Assessment: Evaluation of potential risks and mitigation measures - include for high-risk jurisdictions or activities
4. Tax Considerations: Overview of tax implications - include when tax structure is a key consideration
5. Employee Matters: Details about employee transfers or new hiring plans - include when the subsidiary will have significant workforce
6. Regulatory Approvals: List of required regulatory approvals - include when subsidiary will operate in regulated sectors
1. Subsidiary Articles of Association: Draft articles of association for the new subsidiary
2. Capital Structure: Detailed breakdown of share capital and shareholding structure
3. Business Plan: Overview of subsidiary's intended business activities and projections
4. Management Structure: Organizational chart and management appointment details
5. Power of Attorney: Authorization document for individuals handling the incorporation process
6. Required Forms: Copies of Dutch Chamber of Commerce (KvK) registration forms and other required documentation
Find the exact document you need
Board Resolution For Forfeiture Of Shares
A Dutch law board resolution documenting the decision to forfeit shares of a defaulting shareholder, including legal basis and implementation instructions.
Download
Board Resolution For Conversion Of Loan Into Equity
A Dutch law-governed board resolution documenting the formal decision to convert an existing loan into company equity shares, including conversion terms and required authorizations.
Download
Board Resolution Appointment Of Auditor
A Dutch corporate resolution documenting the board's formal appointment of an external auditor, in compliance with Dutch corporate law and governance requirements.
Download
Board Resolution For Incorporation Of Wholly Owned Subsidiary
A Dutch law board resolution documenting the formal decision to establish a wholly owned subsidiary in the Netherlands, including key formation details and implementation instructions.
Download
Board Resolution Director Resignation
A Dutch law-governed corporate resolution documenting and formalizing a director's resignation from the company's board.
Download
First Directors Resolution
A Dutch law-governed corporate document recording initial board decisions and establishing fundamental company operational parameters following incorporation.
Download
Board Resolution Closure Of Business
A Dutch law-compliant board resolution document authorizing and detailing the formal closure of a business entity.
Download
Board Resolution Approving Lease Agreement
A Dutch law-governed board resolution documenting the formal approval of a lease agreement and authorizing its execution.
Download
Resolution By Trustees
A formal Dutch law document recording trustees' decisions and resolutions for trust or foundation management, compliant with the Dutch Civil Code.
Download
Board Resolution Change Of Address
A Dutch corporate document formally recording the board's decision and authorization to change a company's registered address, complying with Netherlands legal requirements.
Download
Appointing A Director By Ordinary Resolution
Dutch law-compliant ordinary resolution document for the formal appointment of a company director, meeting all requirements of the Dutch Civil Code.
Download
Corporate Resolution Signing Authority
A Dutch law-governed corporate resolution that establishes and delegates signing authority within an organization, specifying who can sign documents and conduct transactions on the company's behalf.
Download
Board Resolution For Bank Guarantee
A Dutch law-governed board resolution authorizing the issuance of a bank guarantee and appointing authorized signatories for related documentation.
Download
Board Resolution Authorized Representative
A Dutch law-governed board resolution appointing an authorized representative and defining their powers for registration with the Chamber of Commerce.
Download
Board Resolution For Creation Of Charge
A Dutch law board resolution authorizing the creation of a security interest over company assets, demonstrating proper corporate approval under Dutch law.
Download
Board Resolution For Change Of Director
A Dutch law-compliant board resolution documenting the change of company director(s) and associated statutory requirements.
Download
Appointment Of Auditor Resolution
A Dutch law-governed corporate resolution documenting the formal appointment of an external auditor, including key appointment terms and regulatory compliance elements.
Download
Corporate Guarantee Resolution
A Dutch law board resolution authorizing the provision of a corporate guarantee, documenting board approval and compliance with legal requirements.
Download
Company Resolution Form
A formal Dutch legal document recording and validating corporate decisions made by a company's governing bodies in compliance with Dutch corporate law.
Download
Board Resolution For Issue Of Shares
A Dutch law-governed board resolution documenting the formal decision to issue new shares in a company, including key terms and conditions of the share issuance.
Download
Board Resolution For Acquisition Of Shares
A Dutch law corporate resolution documenting the board's approval and authorization for acquiring shares in another company.
Download
Board Resolution Authorising Director To Sign Agreement
A Dutch law-governed board resolution that formally authorizes a director to sign agreements on behalf of the company.
Download
Allotment Of Shares Board Resolution
A Dutch law-governed board resolution documenting the formal decision to allot new shares to specified recipients, in compliance with Dutch corporate law requirements.
Download
Board Resolution For Approval Of Shareholders Agreement
A Dutch law-governed board resolution documenting the formal approval of a shareholders agreement and authorizing its execution.
Download
Board Resolution Loan Agreement
A Dutch law-governed document combining board approval and loan agreement terms for corporate borrowing.
Download
Resolution Of Sole Director
A Dutch law-governed formal document recording decisions made by a sole director of a Dutch company, in compliance with the Dutch Civil Code.
Download
Corporate Resolution Document
A formal Dutch law document recording official company decisions made by the board of directors or shareholders, serving as legal evidence of corporate actions.
Download
Directors Resolution To Issue Shares
A Dutch law board resolution authorizing and documenting the issuance of new shares in a company, in compliance with the Dutch Civil Code.
Download
Corporate Board Resolution
A formal document under Dutch law recording decisions made by a company's board of directors during official board meetings, complying with Dutch Civil Code requirements.
Download
Corporate Board Of Directors Resolution Form
A formal document under Dutch law recording board of directors' decisions and resolutions, ensuring compliance with Dutch corporate governance requirements.
Download
Corporate Banking Resolution
A Dutch law-governed document that authorizes designated individuals to conduct banking activities on behalf of a company, specifying their powers and limitations.
Download
Corporate Resolution To Open Bank Account
A Dutch corporate resolution authorizing the opening and management of bank accounts, specifying authorized signatories and their banking powers under Dutch law.
Download
Corporate Resolution Form For LLC
A Dutch law-compliant document recording official decisions and resolutions made by an LLC's (BV's) governing body.
Download
Company Resolution
A Dutch company resolution documenting formal corporate decisions in compliance with Dutch law and corporate governance requirements.
Download
Board Resolution For Signing Authority
A Dutch law-compliant board resolution that grants and defines signing authority for specific individuals within a company.
Download
Board Resolution For Sale Of Shares
A Dutch law board resolution documenting the formal approval and authorization for the sale of company shares, including terms, conditions, and execution authorities.
Download
Board Resolution For Rent Agreement
A Dutch law-governed board resolution documenting corporate approval and authorization for entering into a rental agreement.
Download
Board Resolution For Removal Of Authorised Signatory In Bank Account
A Dutch law-governed board resolution document recording the removal of an authorized signatory from company bank accounts.
Download
Board Resolution To Transfer Shares
A Dutch law-governed corporate document that formally records and approves the transfer of company shares between parties, as authorized by the board of directors.
Download
Board Resolution To Issue Shares
A Dutch law corporate document recording the board's formal decision to issue new shares, including all necessary terms and confirmations of authority.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)