A Shareholder Special Resolution is a crucial corporate governance document used in the Netherlands when companies need to make significant decisions that go beyond ordinary business matters. This document type is specifically required under Dutch corporate law when decisions need approval from a qualified majority of shareholders (typically two-thirds of votes representing at least half the issued share capital). Common scenarios requiring a Special Resolution include amendments to the articles of association, major corporate restructuring, significant asset sales, or changes to shareholder rights. The document must comply with requirements set out in the Dutch Civil Code (Burgerlijk Wetboek) and potentially requires registration with the Dutch Chamber of Commerce (KvK). Special attention must be paid to notice periods, voting thresholds, and formal documentation requirements to ensure the resolution's validity.
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1. Company Details: Full legal name of the company, registration number, and registered office address
2. Date and Location: Date of the resolution and location (if passed at a physical meeting)
3. Opening Statement: Statement confirming this is a special resolution of the shareholders
4. Quorum Confirmation: Confirmation that the required quorum was present/represented
5. Resolution Text: Clear and specific text of the special resolution(s) being passed
6. Voting Results: Record of the voting outcome, including numbers/percentages of votes for and against
7. Signature Block: Space for required signatures, typically the Chairman or Company Secretary
1. Meeting Details: Required if the resolution was passed at a physical meeting - includes time, location, and attendees
2. Proxy Statements: Include if any shareholders voted by proxy
3. Recitals: Background information explaining why the resolution is necessary, if context is important
4. Notice Compliance: Statement confirming proper notice was given, if required by articles of association
5. Objections or Abstentions: Record of any formal objections or abstentions, if any
6. Implementation Instructions: Specific instructions for implementing the resolution, if needed
1. Attendance Register: List of shareholders present or represented, with shareholding details
2. Proxy Forms: Copies of valid proxy forms submitted for the resolution
3. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended articles of association)
4. Notice of Meeting: Copy of the notice sent to shareholders (if applicable)
5. Certificate of Incorporation: Copy of the company's certificate of incorporation for reference
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