The Circular Resolution of Shareholders is a crucial corporate governance tool in the Netherlands, utilized when companies need to obtain formal shareholder approval without convening a physical meeting. This document type is particularly valuable for companies with shareholders in different locations or when decisions need to be made quickly. It finds its legal basis in the Dutch Civil Code (specifically Article 2:238) and must comply with both statutory requirements and the company's articles of association. The resolution can address various corporate matters, from routine business decisions to significant corporate changes, and typically requires careful preparation to ensure all legal requirements are met. The document must clearly state the proposed resolution(s), provide necessary background information, and include proper execution blocks for all shareholders. It's essential to maintain proper records of these resolutions as they form part of the company's official documentation.
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1. Title and Date: Clear identification of the document as a Shareholders' Circular Resolution, including the company name and date
2. Company Details: Full legal name of the company, registration number, and registered address
3. Shareholder Information: List of all shareholders entitled to vote, including their shareholding details
4. Confirmation of Written Procedure: Statement confirming the use of written resolution procedure in accordance with Article 2:238 of the Dutch Civil Code and the articles of association
5. Background: Brief context explaining why the resolution is being proposed
6. Definitions: Key terms used in the resolution
7. Proposed Resolution(s): Clear and precise wording of the resolution(s) being proposed
8. Confirmation Statements: Statements confirming that all shareholders have been consulted and proper procedure has been followed
9. Execution Block: Space for signatures of all shareholders, including date of signing
1. Recitals: Additional background information when complex context needs to be explained
2. Conditions Precedent: Include when the resolution is subject to certain conditions being met
3. Legal Opinions: Reference to any legal opinions obtained, when dealing with complex legal matters
4. Minority Shareholder Rights: Special provisions protecting minority shareholders' interests when relevant
5. Effective Date: When the effective date differs from the execution date
6. Notice Waiver: Explicit waiver of notice requirements when applicable
1. Articles of Association Extract: Relevant excerpts from the company's articles of association regarding written resolutions
2. Supporting Documentation: Any relevant documents supporting the resolution (e.g., valuations, reports)
3. Shareholder Register Extract: Current extract from the shareholder register showing shareholding percentages
4. Powers of Attorney: If any shareholders are signing through representatives
5. Previous Relevant Resolutions: Copies of any previous resolutions referenced in the current resolution
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