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A shareholders' resolution is a formal decision taken by shareholders in (or outside) the General Meeting of Shareholders (AGM) regarding matters reserved to them by law or the articles of association — such as the adoption of the annual accounts, the appointment and dismissal of directors, the distribution of dividends, amendments to the articles of association, and the issuance of shares. Since the Flex-BV Act (2012), this can also be done outside a physical meeting, provided that all shareholders consent in writing (Article 2:238 of the Dutch Civil Code). For some resolutions (amendment of the articles of association, capital reduction), a notarial deed is required.
The short answer
- What: a written resolution of the shareholders regarding a subject reserved for them.
- Where: at the general meeting, or outside of a meeting with the consent of all shareholders.
- When a notary is required: only for decisions affecting the articles of association or the capital (amendment of articles of association, capital reduction).
- Proof: keep the resolutions in a shareholders' register or resolution book; filing with the Chamber of Commerce is mandatory for some resolutions.
For which topics?
The law and the articles of association determine which decisions are reserved for shareholders. Common topics:
- Adoption of the annual accounts.
- Distribution of profit / dividend payment.
- Appointment, suspension and dismissal of directors and supervisory board members.
- Amendment of the Articles of Association.
- Issuance of new shares.
- Purchase or cancellation of shares.
- Merger, division or dissolution.
- Discharge of the Board regarding the policy pursued.
The shareholders' agreement may reserve additional subjects for the shareholders (reserved matters). See what is included in a shareholders' agreement.
Decision at the general meeting
The classic route. Steps:
- Convening by the Board (or in exceptional cases by shareholders): at least eight days in advance, with an agenda.
- Quorum and bylaw majority — often a simple majority, sometimes qualified for weighty decisions.
- Draft and sign minutes by the chairperson and secretary .
- Processing in the shareholders' register or minutes book; possible notification to the Chamber of Commerce (e.g. in the event of a change of directors).
Decision outside the meeting
Since 2012, a shareholders' resolution can also be adopted in writing without a physical meeting. Conditions:
- All shareholders with voting rights consent in writing.
- The directors and any supervisory board members are given the opportunity to provide advice in advance (without being required to approve).
- The decision and the consent are recorded on paper or digitally.
Practically convenient for one-person companies or small teams. With two shareholders who agree: five minutes of work.
When is a notary needed?
For specific decisions:
- Amendment of articles of association — see amendment of BV articles of association.
- Share transfer (deed of transfer).
- Capital reduction with cancellation of shares.
- Legal merger or demerger.
No notary is required for the appointment/dismissal of directors, adoption of annual accounts, dividend distribution, and discharge — a written resolution suffices (with notification to the Chamber of Commerce where necessary).
What do you write in a shareholders' resolution?
Standard parts:
- Name and Chamber of Commerce number of the BV.
- Date of the decision.
- Name and voting ratio of the shareholders.
- The agenda items with justification.
- The concrete decision per agenda item.
- Signature of all voting shareholders (for a resolution outside of a meeting).
Keep the decision carefully — the notary or buyer will want to be able to review it for subsequent transactions.
Honest recommendation
A shareholders' resolution is not a formality but the legal basis for all important decisions in your BV. Document carefully — a written resolution outside of a meeting is fine for most SME BVs. For major resolutions (amendment of articles of association, capital reduction, share issuance): consult a notary and a legal expert.
For the broader context: shares in the BV and the shareholders' agreement.
Frequently Asked Questions
A formal resolution of the shareholders regarding a subject reserved to them by law or the articles of association — for example, adoption of the annual accounts, appointment of directors, amendment of the articles of association, or distribution of dividends. Taken at the general meeting or in writing outside of it.
Not necessarily anymore. Since the Flex-BV Act (2012), a written decision outside of a meeting is permitted, provided that all voting shareholders agree and the board is informed in advance. Very practical for small BVs.
The law and the articles of association determine which subjects are reserved for shareholders. Commonly: annual accounts, dividends, appointment/dismissal of directors, amendment of articles of association, share issuance, capital reduction, merger/demerger, and discharge of the board.
For amendments to the articles of association, share transfers, capital reductions with revocation, legal mergers, or demergers. For regular resolutions (annual accounts, dividends, changes in directors), a notary is not required; however, a Chamber of Commerce notification is required where applicable.
Name and Chamber of Commerce number of the BV, date, shareholders and their voting rights, the items on the agenda, the specific resolution for each item, and the signatures of the shareholders. Keep in the shareholders' register or minutes book.
As a standard, a simple majority of votes cast suffices, unless the articles of association or law provide otherwise. For more significant decisions (amendment of articles of association, dissolution), qualified majorities (e.g., two-thirds or three-quarters) often apply. Check your articles of association.
For some subjects, yes — e.g., change of directors, amendment of articles of association, dissolution. For others, no (annual accounts, discharge). The rule of thumb: everything listed in the Commercial Register must be reported upon change.
