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.
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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
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
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
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