[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"doc-detail-174279-en":3,"doc-seo-174279-105":30,"detail-sidebar-cat-1-en-105":90},{"code":4,"msg":5,"data":6},0,"success",{"doc_id":7,"user_id":8,"nickname":9,"user_avatar":10,"doc_module":11,"category_id":12,"category_name":13,"doc_title":14,"doc_description":15,"doc_content":16,"file_id":17,"file_url":18,"file_type":19,"file_size":20,"view_count":11,"is_deleted":4,"is_public":11,"is_downloadable":11,"audit_status":11,"page_count":21,"language":22,"language_code":23,"site_id":24,"html_lang":23,"table_of_contents":25,"faqs":26,"seo_title":27,"seo_description":15,"update_tm":28,"read_time":29},174279,24189269381491,"Bill Black","https://ap-avatar.wpscdn.com/avatar/160000cf11732dd8392?x-image-process=image/resize,m_fixed,w_180,h_180&k=1788146458752108895",1,18,"Letters","EXAMPLE BOARD RESOLUTION FOR A DUTCH COMPANY","Draft board resolution template for a Dutch limited liability company (B.V.) created for recording formal decisions by the executive/management board. Covers legal basis under Dutch law and the company’s articles, including risks if mandatory formalities are not followed, and options for adopting decisions in or outside a meeting. Includes guidance for unanimous written consent, conflict-of-interest checks, and placeholder sections for company details and standard resolution items, with instructions to keep precise minutes and seek Dutch legal advice.","EXAMPLE BOARD RESOLUTION FOR A DUTCH COMPANY\nThis is an example (or: template) of a draft resolution by the board of a Dutch limited liability company (i.e. the B.V.). We will also soon upload a template for a draft resolution by the general meeting of shareholders of a Dutch entity.\nYou can use this template corporate resolution if the board of the Dutch company intends making one or more formal decisions or decisions where it is good practice to properly record such resolutions. Our model provides for decisions by an executive board with one or more members and such board members can be a natural person or a corporate entity, such as a BV or a foundation. For more information about board resolutions please read our \u0013 HYPERLINK \"https://penrose.law/en/board-resolution-dutch-company/\" \u0014blog\u0015.\nUnder Dutch law, a board resolution is a decision by the executive / management board of a Dutch corporate entity. Dutch law and the company’s bylaws provide for formal rules on how to properly conclude a board decision. If these rules are not followed, the resolution could be null and void or can be scrutinized, possibly resulting in an invalid management board decision.\nGenerally, corporate resolutions are concluded in a meeting where the board members are physically present. But this does not need to be the case. If the bylaws allow for it, board meetings may also be held by conference call or electronically (Webex, Teams etc.). And a corporate decision can be taken ‘outside a meeting’, i.e. a written resolution for which the board has not convened a physical meeting.\nThe template that we provide can best be used for the event where all board members unanimously agree on the decision. We have included several examples for standard resolutions of a Dutch BV. Alternatives, variations and extensions of the text are generally possible. In such case, it is advisable to keep precise minutes of what has been discussed and decided. These minutes should be included in the text of the resolution. For your convenience, we have marked the items in yellow that need to be addressed specifically to properly conclude a board resolution under the laws of the Netherlands.\nThis example board resolution is made available by the Dutch law firm Penrose, that specialises in company law. We aim at updating this template where this would be needed and publish it on our \u0013 HYPERLINK \"https://penrose.law/en/\" \u0014website\u0015. Penrose does not guarantee that such updates can always be made timely, so the example text may not be up to date.\nTHE TEMPLATE IS FOR INFORMATION PURPOSES ONLY AND PENROSE DOES NOT GIVE ANY ADVICE BY MEANS OF THIS TEMPLATE OR THESE INTRODUCTORY NOTES. NO RIGHTS CAN BE DERIVED FROM THIS TEMPLATE.\nWe recommend that you obtain Dutch legal advice when you intend concluding a board resolution for your company in the Netherlands.\nPlease feel free to reach out to the corporate attorneys of Penrose in Amsterdam at \u0013 HYPERLINK \"mailto:info@penrose.law\" \u0014info@penrose.law\u0015 or +31 20 2400710.\n\u000fRESOLUTIONS\nby unanimous written consent of the board of directors of\n[NAME DUTCH COMPANY] B.V.\nDated [DATE]\nTHE UNDERSIGNED, constituting the entire board of directors (het bestuur, hereafter the “Board”) of [NAME COMPANY] B.V., a limited liability company, incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in [MUNICIPALITY OF OFFICIAL SEAT], the Netherlands and having its registered office address at [STREET, POSTAL CODE AND MUNICIPALITY], the Netherlands registered with the trade register of the chamber of commerce of the Netherlands under number [REGISTRATION NR. KVK] (the “Company”), hereby adopt the following resolutions by unanimous written consent,\nTAKE THE FOLLOWING INTO CONSIDERATION:\n(A)\tthe Board constitutes the entire board of directors of the Company;\nthe Board intends concluding the resolutions as included hereafter;\n[CHECK] no member of the Board has a conflict of interest within the meaning of Section 2:239 para","cbCaikK58jKee6zg","https://ap.wps.com/l/cbCaikK58jKee6zg","docx",61980,5,"English","en",105,"# Resolutions by Unanimous Written Consent\n## Considerations\n## Resolved Provisions","[{\"question\":\"What is this document used for in a Dutch B.V.?\",\"answer\":\"It is a model draft board resolution template used to properly record formal decisions made by the executive/management board of a Dutch limited liability company.\"},{\"question\":\"How can a Dutch board resolution be adopted under the template’s guidance?\",\"answer\":\"It can be adopted in a meeting with board members present, if bylaws allow, also via conference call/electronically, or outside a meeting through a written resolution.\"},{\"question\":\"What must be checked to ensure the resolutions are valid?\",\"answer\":\"The template includes checklist items such as conflict-of-interest absence, no board-regulation or other rules preventing adoption, no supervisory board/works council requirements blocking the process, and that the decision is in the company’s corporate interest and powers.\"}]","EXAMPLE BOARD RESOLUTION FOR A DUTCH COMPANY | 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is this document used for in a Dutch B.V.?","Question",{"text":74,"@type":75},"It is a model draft board resolution template used to properly record formal decisions made by the executive/management board of a Dutch limited liability company.","Answer",{"name":77,"@type":72,"acceptedAnswer":78},"How can a Dutch board resolution be adopted under the template’s guidance?",{"text":79,"@type":75},"It can be adopted in a meeting with board members present, if bylaws allow, also via conference call/electronically, or outside a meeting through a written resolution.",{"name":81,"@type":72,"acceptedAnswer":82},"What must be checked to ensure the resolutions are valid?",{"text":83,"@type":75},"The template includes checklist items such as conflict-of-interest absence, no board-regulation or other rules preventing adoption, no supervisory board/works council requirements blocking the process, and that the decision is in the company’s corporate interest and 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