Document background
A Shareholder Special Resolution is a crucial corporate governance document used in the Netherlands when companies need to make significant decisions that go beyond ordinary business matters. This document type is specifically required under Dutch corporate law when decisions need approval from a qualified majority of shareholders (typically two-thirds of votes representing at least half the issued share capital). Common scenarios requiring a Special Resolution include amendments to the articles of association, major corporate restructuring, significant asset sales, or changes to shareholder rights. The document must comply with requirements set out in the Dutch Civil Code (Burgerlijk Wetboek) and potentially requires registration with the Dutch Chamber of Commerce (KvK). Special attention must be paid to notice periods, voting thresholds, and formal documentation requirements to ensure the resolution's validity.
