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Draft shareholders' resolution

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

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Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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  • Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Sarah

It was great that we could immediately brainstorm about the best approach. The attention to detail when reviewing the fine print was phenomenal. Fantastic value for money for this level of expertise.

Mariska

Our questions were taken seriously. The document was essentially ready for use after the first round of corrections. The quality fully met our expectations.

Iris

They immediately focused on solutions rather than problems. The translation of our wishes into watertight legal provisions was impressive. The service was professional and personal.

Zoe

The lawyer took a practical approach with our company. The fixed price upfront instilled confidence. These documents will undoubtedly save us a lot of headaches in the future.

Samira

We had many questions, but these were answered patiently and promptly. The atmosphere during the discussions was always relaxed but highly focused on results. The document was accepted flawlessly by our investors.

Edwin

It was immediately clear which steps we needed to go through. The review of our English-language contract was incredibly detailed and accurate. It is clear that they have a passion for entrepreneurship.

Nina

The promises on the website were fulfilled immediately during the first contact. The process was clear from start to finish. It is clear that they have a passion for entrepreneurship.

Rania

The openness regarding the expected result was very welcome. The weekly update emails provided a nice sense of control over the process. A party that delivers on what it promises on the website.

Sharon

The document aligned well with our wishes. They managed to get a stalled negotiation moving again by proposing a smart compromise. The final result meets our high standards 100%.

Nikki

Quick response and clear explanation. The contact was approachable and professional. It is clear that they have a passion for entrepreneurship.

Najat

Practical advice that we could use immediately. It was nice that they didn't charge by the hour for a simple extra question. The service was professional and personal.

Sabine

I was spoken to very kindly on the phone. Our industry was taken into account. Our customers respond positively to the clear general terms and conditions.

Yassine

The accessibility of the office is excellent. We greatly appreciated the pragmatic approach taken in resolving the bottlenecks. The service was professional and personal.

Lotte

It felt good to be able to hand over the legal concerns immediately. We were able to easily add comments to the draft using a convenient system. Our business partners were impressed by the professionalism of the contracts.

Ilyas

I received a call back within half an hour of my online request. There was room for our specific wishes. Fantastic value for money for this level of expertise.

Wim

They acted quickly when we indicated that there was a sense of urgency. The document was clearly aligned with our working method. The document was accepted flawlessly by our investors.

Salma

They immediately started thinking in terms of solutions rather than problems. It was clearly indicated what we needed to pay attention to. A party that delivers on what it promises on its website.

Noor

The direct translation of our problem into a legal solution was impressive. The draft was delivered faster than promised in the quotation. The document was accepted flawlessly by our investors.

David

The working method was clear from the start. The concept was ready quickly and highly usable. A reliable partner who strives for perfection in their documents.

Jasper

The commitment to our case was palpable from the very first minute. They considered not only preventing disputes but also their practical solutions. The service was professional and personal.

Erik

We ran into a complex contractual issue, but were helped quickly. They understood that, as a startup, we have different needs than an established corporate. Everything was delivered neatly and on time.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
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Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
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  • No standard template
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What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The correct form of a shareholders' resolution depends on your situation. The questions below determine which variant you need.

Choice or question Why this matters legally
Is the decision taken in or outside the meeting? Outside of a meeting (in writing) is faster, but in principle requires that all eligible voters agree to this method of decision-making and to the decision.
Is there a board that needs to be consulted? When decisions are made outside of a meeting, the directors and any supervisory board members must be given the opportunity to provide advice.
What majority do the articles of association prescribe? By default, a simple majority applies, but the articles of association may require a reinforced majority or quorum for certain decisions.
Does the decision affect third parties or the notary? Resolutions such as amendments to the articles of association or the transfer of shares often require a notarial deed; the shareholders' resolution is then an indispensable preliminary document.
Is a benefits assessment necessary? In the event of a dividend or capital repayment, the board must assess whether the BV can continue to pay its due debts before approval is granted.
Clauses and provisions

Which elements belong in a shareholders' resolution?

A shareholders' resolution does not need to be long, but it must be complete and unambiguous. The components below ensure that the resolution is traceable, legally valid, and usable by third parties.

Provision Relevant to Legal point of attention
Company details Always Full name, Chamber of Commerce number, and registered office of the BV, so that the decision is unambiguously linked to the correct legal entity.
Identity of the shareholders Always Name of each voting shareholder and the number of shares, to determine whether a valid majority has been achieved.
Form of decision-making Always State whether the decision was taken in a meeting or outside a meeting (in writing); outside a meeting, the consent of all voting members is in principle required.
The text of the decision itself Always The concrete decision, formulated clearly and unambiguously, for example the adoption of the annual accounts or a dividend distribution.
Justification or conditions Often Brief substantiation or conditions under which the decision applies, such as a distribution test for dividends.
Date and place Always Determines from which moment the decision applies and is important for the sequence of actions.
Signature Recommended Signature of the shareholders or the chairman, which strengthens the evidential value.
Attachments Sometimes Documents to which the decision refers, such as annual accounts, a balance sheet, or a shareholders' register.
Use in practice

How do you use this document correctly?

A shareholders' resolution only has value if it is implemented at the right time and in the right manner. Follow the steps below.

Situation What should you do? Point of attention
Before the decision Check the articles of association for voting and quorum requirements Prevents the decision from being challengeable or void due to a formal error.
Upon dividend distribution Have the board perform and record the distribution test The board of directors is jointly and severally liable if it transpires that the BV was unable to pay its debts after the distribution.
After the decision Sign, date and save the decision Ensures the evidential value and the correct effective date for third parties and the administration.
Upon change Update the shareholders' register and, if necessary, the Chamber of Commerce Keeps the legal reality in line with the public registers.
Common mistakes

Common mistakes

With shareholder resolutions, things often go wrong due to formal requirements that cannot be rectified afterwards. Pay attention to the points below.

Wrong Consequence Better approach
Decision made outside of a meeting without the consent of all voting members The decision may be void or voidable. Ensure in advance the consent of every eligible voter to this method of decision-making.
Board not consulted regarding written decision-making The decision is open to challenge due to a procedural error. Give directors and supervisory board members the opportunity to cast their advisory vote in advance.
No distribution test for dividends Directors bear joint and several liability; shareholders may be required to repay. Let the board conduct the assessment and record the approval in writing.
Statutory majority or quorum ignored The decision is non-compliant and may be annulled. Consult the statutes and count the votes carefully.
Decision not dated or not kept Uncertainty regarding the effective date and weak evidentiary position. Date, sign and archive every decision immediately.
Risk profile

What is your situation and what do you pay attention to?

The type of decision determines where the focus should be. Recognize your situation below.

Risk profile Example Focus in the document
Dividend payment You want to distribute profits to the shareholders. The distribution test by the board and the financial position of the BV.
Appointment or dismissal of a director You change the board of directors of the company. Statutory majority, the employment law position of the director, and the right to be heard.
Amendment of the Articles of Association You amend the rules of the BV. The notarial deed and the correct majority; the resolution is a preliminary document for the notary.
Adoption of annual accounts and discharge You approve the figures and grant the board discharge. The scope of the discharge and whether the figures have been presented in full.
Additional documents

When is this document not enough?

A standalone shareholders' resolution regulates a decision in a moment, but not the mutual relationships or the long-term structure. In these situations, you need more.

Situation Supplementary document Why
Situation Shareholders' Agreement You want to structurally record the mutual agreements between shareholders, such as voting ratios, disputes, and exit arrangements.
Joint venture Cooperation Agreement You collaborate with multiple parties and wish to manage tasks, costs, and revenues outside the corporate structure.
Management via a holding company Management Agreement A director provides services through his holding company, and you wish to contractually define remuneration, duties, and liability.
Explanation of this document

Drafting a shareholders' resolution, why?

Not every entrepreneur knows exactly what a shareholders' resolution is, when you need them, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal advice is important.

What is a shareholders' resolution?
A shareholders' resolution is a formal decision taken by the General Meeting of Shareholders (AGM) of a private limited company (BV) or public limited company (NV). In this resolution, you record the outcome of the shareholders' decision-making in writing. A shareholders' resolution is official proof that the AGM has validly taken a specific decision. Without a correctly drafted and signed shareholders' resolution, a decision lacks its formal legal basis, with all the associated risks for directors, shareholders, and the company itself. Our lawyers will draft a legally watertight shareholders' resolution for you, tailored to your company's articles of association and applicable laws and regulations.
When do you need a shareholders' resolution?
You require a shareholders' resolution for every decision that is reserved to the General Meeting of Shareholders pursuant to law or your company's articles of association. Common situations include: the appointment or dismissal of a director or supervisory board member, the adoption or approval of the annual accounts, the distribution of dividends to shareholders, the granting of discharge to the management board, an amendment to the articles of association, the issuance or repurchase of shares, the granting of approval to a proposed resolution of the management board that the articles of association subject to the General Meeting of Shareholders, and the dissolution of the company. A properly drafted shareholders' resolution is also required for a resolution outside of a meeting — where shareholders consent in writing without physically convening.
What is the difference between a shareholders' resolution and the minutes of the General Meeting?
This distinction is frequently confused in practice. Minutes record the course of the meeting: who was present, which topics were discussed, which questions were asked, and what was decided. The shareholders' resolution is the formal document in which only the decision taken is recorded, including the necessary signatures. Article 2:230 of the Dutch Civil Code stipulates that the Board of Directors must keep a record of the decisions taken. In practice, both a shareholders' resolution and full minutes are drawn up. Our lawyers advise you on which format suffices in your specific situation and what your articles of association prescribe.
What are the requirements for a legally valid shareholders' resolution?
For a legally valid shareholders' resolution, you must meet a number of conditions. First, the notice convening the General Meeting of Shareholders must have been sent correctly and in a timely manner in accordance with the Articles of Association and Article 2:225 of the Dutch Civil Code. Second, a quorum must be present if the Articles of Association require it. Third, the resolution must have been adopted with the required majority of votes — in most cases a simple majority, but for certain resolutions, such as an amendment to the Articles of Association, a reinforced majority applies. Fourth, the resolution must be recorded in writing and signed by the persons authorized to do so. A resolution that does not meet these requirements is voidable pursuant to Article 2:15 of the Dutch Civil Code or, in exceptional cases, even void pursuant to Article 2:14 of the Dutch Civil Code.
What is a decision made outside of a meeting and when do you use it?
A resolution outside of a meeting — also known as a written resolution or round robin resolution — is a shareholders' resolution adopted without the shareholders physically convening. This is permitted under Article 2:238 of the Dutch Civil Code, provided that all shareholders with voting rights consent to this method of decision-making and the resolution is recorded in writing with the signatures of all shareholders. A resolution outside of a meeting is particularly practical for companies with a limited number of shareholders that need to adopt a formal resolution quickly and efficiently. Our lawyers will draft a correct resolution outside of a meeting for you that meets all legal and statutory requirements.
What are the risks of a defective shareholders' resolution?
A defective shareholders' resolution can have far-reaching consequences. A resolution that is contrary to the law, the articles of association, or the principles of reasonableness and fairness under Article 2:8 of the Dutch Civil Code (BW) may be annulled by the court at the request of any interested party. Consider a dividend resolution where the distribution test was not performed correctly: the director who wrongly granted approval may be held jointly and severally liable under Article 2:216, paragraph 3, of the Dutch Civil Code for the deficit resulting from the distribution. Furthermore, without a valid shareholders' resolution, there is no formal basis for actions taken by the board based on that resolution, such as the dismissal of a director or the transfer of shares. In practice, we regularly see that decisions taken quickly and informally lead to costly legal proceedings years later.
What is the distribution test for a dividend decision?
regarding a dividend resolution , a two-step procedure applies. First, the General Meeting of Shareholders (AVA) adopts the resolution to distribute dividends. Subsequently, the Board of Directors must approve this resolution by means of a distribution test: the Board assesses whether the company will remain able to meet its due debts after the distribution. If the company cannot, the Board must withhold its approval. If the Board grants approval nonetheless, while knowing or reasonably ought to have foreseen that the company would no longer be able to pay its debts after the distribution, the Board is jointly and severally liable for the deficit. Our lawyers draft both the shareholders' resolution regarding the dividend distribution and the accompanying Board approval for you, ensuring that you comply with both steps correctly.
Can a shareholders' resolution be annulled or reversed?
Yes. Pursuant to Article 2:15 of the Dutch Civil Code, a shareholders' resolution can be annulled by the court due to a conflict with the law, the articles of association, or reasonableness and fairness. The claim for annulment must be filed within one year of the moment the claimant became aware of the resolution. Additionally, a resolution is void by operation of law pursuant to Article 2:14 of the Dutch Civil Code if it is contrary to public order or if it was adopted by an unauthorized body. An annulled or void resolution has no legal effect, which means that all actions performed on the basis of that resolution become legally precarious. Prevention is the best strategy here: a correctly drafted shareholders' resolution largely eliminates these risks.
How much does it cost to draft a shareholders' resolution at MKBjuristen?
We work pragmatically and transparently. We draft simple shareholder resolutions for standard situations—such as an appointment resolution, a discharge resolution, or a dividend resolution within a single-entity BV structure—for a competitive fixed rate. For more complex structures, multi-party decision-making, or international shareholders, we provide a clear quotation in advance. Contact us for a no-obligation estimate.
How does it work at MKBjuristen?
After a brief intake — by phone or email — our lawyers map out the structure of your company, your articles of association, and the resolution to be adopted. Based on this, we draft a correct and complete shareholders' resolution that aligns with your articles of association, applicable legal provisions, and your specific situation. In doing so, we pay attention to the correct majority, the authority of the body, any approval requirements for the Board, and the correct signing formalities. Do you require a series of resolutions — for example, in the case of a restructuring, a share transfer, or a change of management? We then efficiently bundle these into a single assignment. You will receive a document that can be signed and archived immediately.
What is the relationship between a shareholders' resolution and the shareholders' agreement?
A shareholders' agreement governs the mutual arrangements between shareholders regarding how they cooperate, how they vote, and what happens in the event of disputes or departure. A shareholders' resolution is the formal recording of a specific decision taken by the General Meeting of Shareholders at a particular moment. The two documents complement each other: the shareholders' agreement sets the ground rules, while the shareholders' resolution is the practical implementation of those rules. Inconsistencies between the two can lead to conflicts. When drafting a shareholders' resolution, our lawyers always verify whether the resolution is in accordance with the existing shareholders' agreement and the articles of association of your company.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

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Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

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A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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