An Ordinary Resolution Of Shareholders is a fundamental corporate governance document used in Dutch companies to record decisions made by shareholders that require a simple majority vote. This document type is essential when companies need to make routine business decisions such as appointing directors, approving annual accounts, declaring dividends, or making other standard corporate changes. Under Dutch law, particularly the Dutch Civil Code (Burgerlijk Wetboek), these resolutions must be properly documented and maintained in the company's records. The resolution becomes effective upon passing with a simple majority (unless the articles of association require a higher threshold) and serves as official evidence of the shareholders' decision. This document is distinct from special or extraordinary resolutions, which typically require a higher voting threshold and are used for more significant corporate changes.
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. Title and Date: Formal title of the resolution and the date of adoption
2. Company Details: Full legal name of the company, registration number, and registered office address
3. Meeting Details: Type of meeting (e.g., general meeting, extraordinary general meeting), date, time, and location
4. Attendance and Quorum: List of shareholders present/represented, confirmation of valid quorum, and voting rights present
5. Background: Brief context explaining why the resolution is being proposed
6. Resolutions: Clear statement of each resolution being voted upon, numbered sequentially
7. Voting Results: Record of votes cast (for, against, abstentions) and whether each resolution was passed
8. Confirmation and Signatures: Formal confirmation of the resolution's adoption and required signatures
1. Preamble: Additional background information when complex context needs to be explained
2. Definitions: Section defining key terms when the resolution contains technical or complex terminology
3. Conditions Precedent: Any conditions that must be met before the resolution becomes effective
4. Implementation Instructions: Specific instructions for implementing the resolution, if required
5. Proxy Details: Information about proxy holders when shareholders are represented by proxy
1. Attendance Register: Detailed list of all shareholders present and represented, including shareholding details
2. Proxy Forms: Copies of valid proxy forms submitted for the meeting
3. Supporting Documents: Any relevant documents referenced in the resolution
4. Notice of Meeting: Copy of the original meeting notice and agenda
5. Certificate of Incorporation: Copy of the company's certificate of incorporation when the resolution relates to constitutional changes
Find the exact document you need
Members Written Resolution
A Dutch law-compliant document for shareholders to make formal decisions without holding physical meetings.
Download
Shareholder Written Resolution
A Dutch law-governed document for shareholders to pass formal resolutions without holding a physical meeting, including company details, shareholder information, and proposed resolutions.
Download
Circular Resolution Of Shareholders
A Dutch law-compliant written resolution allowing shareholders to make binding company decisions without holding a physical meeting.
Download
Shareholder Special Resolution
A formal Dutch corporate document recording significant shareholder decisions requiring qualified majority approval under Dutch law.
Download
Ordinary Resolution Of Shareholders
A Dutch law-governed document recording standard majority decisions made by shareholders at a general meeting.
Download
General Meeting Resolution
A Dutch law-compliant document recording shareholder decisions made during a company's general meeting, including attendance, deliberations, and formal resolutions.
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)