Go back

Resolution of the board

A resolution of the board is a resolution adopted by the board of a legal entity. 

Just like any other resolution that is adopted by a body of a legal entity (such as the General Meeting of Shareholders) a resolution of the board is subject to annulment, 

  • if this has not come into effect in conformity with the law or the articles of association A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
    » Meer over articles of association
    Articles of Association
  • if the resolution is in conflict with regulations,
  • if the resolution is in conflict with reasonableness and fairness. 

In addition, a resolution will be void if it is in conflict with the law or the articles of association (in terms of its contents).

It can be determined in the articles of association/by law that some resolutions require approval from bodies other than the board. For example, resolutions that require approval from the General Meeting of Shareholders. 

The law determines that within a multi-member board no member whatsoever can be excluded from the adoption of resolutions. However, more than one vote can be granted to a specific director. This must be recorded in the articles of association. If a director has a direct or indirect personal interest, which is in conflict with the interest of the company, the director ought to not get involved in the resolutions (Section 239 Book 2 of the Civil Code).

The resolutions of the board are in principle without a prescribed form and have internal effect. Unless determined otherwise in the articles of association, a resolution requires a simple majority of the votes.

Paleis van justitie
Reach further with AMS
Contact us