Document background
An Ordinary Resolution Of Shareholders is a fundamental corporate governance document used in Dutch companies to record decisions made by shareholders that require a simple majority vote. This document type is essential when companies need to make routine business decisions such as appointing directors, approving annual accounts, declaring dividends, or making other standard corporate changes. Under Dutch law, particularly the Dutch Civil Code (Burgerlijk Wetboek), these resolutions must be properly documented and maintained in the company's records. The resolution becomes effective upon passing with a simple majority (unless the articles of association require a higher threshold) and serves as official evidence of the shareholders' decision. This document is distinct from special or extraordinary resolutions, which typically require a higher voting threshold and are used for more significant corporate changes.
