The Shareholder Written Resolution is a crucial corporate governance tool under Dutch law that facilitates efficient decision-making by allowing shareholders to pass resolutions without convening a physical general meeting. This document type is particularly useful when quick decisions are needed or when organizing a physical meeting would be impractical. It must comply with the Dutch Civil Code (Burgerlijk Wetboek) requirements and the company's articles of association. Typically used for routine corporate matters, special resolutions, or urgent decisions, it requires participation from shareholders representing the required voting threshold. The document includes comprehensive information about the company, shareholders, proposed resolutions, and necessary declarations to ensure legal validity. It's especially relevant for companies with international shareholders or those requiring frequent shareholder decisions.
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1. Company Details: Full legal name of the company, registration number, and registered office address
2. Date: Date of the written resolution
3. Shareholders Information: List of all shareholders entitled to vote, including their shareholding details
4. Background: Brief context explaining why the resolution is being proposed
5. Confirmation of Eligible Voting Rights: Statement confirming the total voting rights and the threshold required for passing the resolution
6. Proposed Resolution(s): Clear statement of each resolution being proposed for approval
7. Declaration of Adoption: Statement declaring the resolution has been validly passed in accordance with Dutch law and the articles of association
8. Execution Block: Space for shareholders' signatures or electronic approval confirmations
1. Recitals: Additional background information when the resolution involves complex corporate actions or requires more detailed context
2. Statutory Declarations: Specific statements required for certain types of corporate actions (e.g., capital reduction, merger)
3. Conditions Precedent: Any conditions that must be met before the resolution becomes effective
4. Notice Waiver: Waiver of formal notice requirements, if applicable
5. Governing Law Statement: Explicit statement of Dutch law governance, particularly relevant for international shareholders
1. Share Capital Structure: Detailed breakdown of the company's share capital and shareholding percentages
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., valuations, contracts, certificates)
3. Board Recommendation: If applicable, the board's recommendation regarding the proposed resolution
4. Previous Resolutions: Copies of any previous resolutions referenced in the current resolution
5. Power of Attorney: If any shareholders are represented by proxy, the relevant powers of attorney
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