A shareholders’ resolution is a resolution adopted by the shareholders’ meeting. In the Netherlands a resolution is only legally valid if it meets applicable statutory criteria and criteria laid down in the article sof association. Under certain
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 a particular resolution may require a qualified majority (instead of a simple majority). In some cases a quorum is prescribed.
A resolution is only valid when the shareholders’ meeting is called in the right manner. This entails that the meeting should be called in time, by letter or -under certain circumstances- by email and the notice should include the agenda for the meeting.
A shareholders’ resolution that does not comply with statutory requirements and/or the articles of association is invalid or can be annulled by a court ruling.
Subjects that are decided on by shareholders’ resolution are among other things the adoption of the annual accounts, dividend distribution and the appointment of directors. An amendment of the articles of association requires a shareholders’ resolution as well.