Resolutions required by law
- Dividend: a shareholder resolution plus the board’s approval after the distribution test. See paying dividend.
- Appointing and dismissing directors: a shareholder resolution. The procedure is in the director procedures.
- Adopting the annual accounts: a resolution of the general meeting, within the statutory deadlines.
- Articles amendments, mergers, dissolution: shareholder resolutions. Amending the articles and a legal merger also need a notarial deed. For a dissolution, a report to the KVK is enough, and a notary is optional.
Resolutions required by the articles of association
In many BVs, the shareholders must approve certain decisions under the articles of association. Examples are transactions above a threshold, borrowing, granting security and long contracts. Read the articles once and make a checklist of these decisions. If the director acts outside these approval rights, the company is usually still bound towards third parties. The shareholders then have a claim against the director.
See the Dutch holding structure for what you save with a holding above the operating company, and what it involves each year. To keep both companies in good standing, see corporate secretarial services in the Netherlands.
The form a resolution must take
A resolution must be written, dated and signed. For most BVs, a resolution taken outside a meeting is valid if all voting shareholders sign it. Keep the resolutions with the shareholder register. A buyer or a bank asks for these documents first.