Aandeelhoudersbesluit

A shareholder resolution is adopted at a shareholders’ meeting or in writing without a meeting and is binding on the company. It includes, without limitation, resolutions concerning amendment of the articles of association, appointment or dismissal of directors, approval of the annual accounts and distribution of dividends.

In practice, a shareholder resolution is often required for actions affecting the structure or policy of the company. Specific statutory and articles of association requirements regarding quorum, majority and form apply to BVs and NVs.

Execution by notarial deed is mandatory for certain resolutions, such as amendment of the articles of association, and in some cases the resolution must be registered with the trade register.