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Drafting a shareholders' resolution involves recording in a single document: which company is involved, who the shareholders are, which proposal is being decided upon, how the decision-making takes place (in a meeting or outside of a meeting, Art. 2:238 BW), what is being decided and by what voting ratio, plus the date and signatures. For most SMEs, a written resolution outside of a meeting is the most convenient form. It is crucial that the resolution falls within the statutory powers and majorities — a resolution that does not comply with this is open to challenge.
The short answer
- Header and identification: name of the BV, Chamber of Commerce number, the shareholders and their shares.
- Form: in meeting (with minutes) or outside meeting (Art. 2:238 BW).
- Proposal: exactly what is being decided, in clear terms.
- Voting: which majority is required according to the statutes, and how the vote was taken.
- Recording: date, place, signature by all shareholders.
Drafting a shareholders' resolution: the building blocks
A good shareholders' resolution is concise but complete. The standard components:
- Salutation: the shareholders of [BV], established in [place], registered with the Chamber of Commerce under number [x].
- Presence and representation: who the shareholders are and how many votes they represent (together 100% of the issued capital for a resolution outside of a meeting).
- Method of decision-making: declaration that all shareholders consent to decision-making outside of a meeting and that the Board has been heard.
- The decision: the actual proposal, numbered if it concerns multiple subjects.
- Voting ratio: unanimous or with indication for/against.
- Conclusion: date, place and signatures.
Choose the right shape
Most SME BVs opt for a decision outside of a meeting (Art. 2:238 BW): no notice, no physical meeting, a single document that circulates. Conditions: all voting shareholders cooperate and the board has been given the opportunity to provide advice in advance.
Stricter formalities apply to a decision taken at a meeting: proper notice within the statutory period, an agenda, a chairperson, and minutes. Choose this route if the articles of association exclude decisions taken outside of meetings, or if there is disagreement and you want the procedure to be watertight.
Formulate the decision clearly
The content of the decision must be so concrete that no discussion can arise about it afterwards. Compare:
Too vague: “The shareholders agree to a dividend.” Better: “The general meeting resolves to distribute a dividend of €50,000, to be paid to the shareholder in proportion to his shareholding, subject to approval by the management board pursuant to the distribution test (Art. 2:216 BW).”
For an appointment, state the full name and the effective date. For a dismissal, state the name, the position, and the date. For an amendment to the articles of association, refer to the draft deed and authorize someone to have it executed by the notary.
Pay attention to the articles of association and majorities
Before drafting anything, read the articles of association. They state what majority is required and whether any special regulations apply. Points to consider:
- Ordinary decisions: usually a simple majority of the votes cast.
- Amendment of articles of association, dissolution, issuance: often a reinforced majority (two-thirds or three-quarters).
- Pre-emptive rights: when issuing shares, you must arrange for or exclude pre-emptive rights.
- Special shareholders: preference shares or a shareholders' agreement may impose additional requirements.
Dividend: including the distribution test
If the decision concerns dividends, the distribution test of Article 2:216 of the Dutch Civil Code applies. The General Meeting of Shareholders decides on the distribution, but the Board of Directors must approve it: it assesses whether the BV can continue to pay its due debts after the distribution. Explicitly state in the resolution that the distribution is subject to Board approval, and have the Board record that approval separately. If this is not done carefully, the directors run the risk of personal liability if the BV subsequently encounters payment difficulties.
Honest recommendation
You can easily draft standard resolutions yourself—approving the annual accounts, a customary dividend for a single shareholder, or a discharge—using a good template. As long as you follow your own articles of association and properly include the distribution test, you do not need a lawyer for this.
Do have decisions requiring reinforced majorities reviewed, the dismissal of a director, share issuances with pre-emptive rights, and dividends where the distribution test turns out tight. On those points, an error costs more than the drafting itself would have cost.
Read more: shareholder resolution example and shareholder resolution pitfalls. You can have a resolution drafted via the shareholder resolutionpage.
Frequently Asked Questions
Record in a single document: the name and Chamber of Commerce number of the BV, the shareholders, the method of decision-making (in or out of a meeting), the specific proposal, the voting ratio and the required majority, plus the date and signatures. Check your articles of association first.
The identification of the BV and shareholders, the manner of decision-making, the actual decision, the voting ratio and the majority by which the decision was made, and the signature with date and place. In the case of dividends, also the distribution test of Art. 2:216 of the Dutch Civil Code.
For most SME BVs, voting outside of a meeting (Art. 2:238 BW) is the most convenient: no notice, a single document signed by all shareholders. At a meeting, you choose when the articles of association exclude a decision outside of a meeting or when you prefer a strict formal procedure.
So concrete that no discussion can arise. For a dividend, state the amount and the subject to board approval; for an appointment, the full name and effective date; for an amendment to the articles of association, the draft deed and the authorization for the notary.
That depends on your articles of association. Ordinary resolutions are often required by a simple majority; amendments to the articles of association, dissolution, and issuance often require a reinforced majority (two-thirds or three-quarters). Always read the articles of association before drafting the resolution.
Include in the resolution that the distribution is subject to approval by the Board pursuant to Article 2:216 of the Dutch Civil Code. The Board assesses whether the BV can continue to pay its due debts after the distribution and records this approval separately.
You can easily draft a standard resolution using a good template and your own articles of association yourself. However, seek assistance regarding reinforced majorities, the dismissal of a director, the issuance of shares with pre-emptive rights, or a strict distribution test — mistakes in those cases can be costly.
