Document background
The Appointing A Director By Ordinary Resolution document is a crucial corporate governance instrument used in Dutch companies when shareholders need to formally appoint a new director to the company's board. This document is required under Dutch law whenever a new director is appointed through shareholder approval, typically at a general meeting. It must comply with the Dutch Civil Code (Burgerlijk Wetboek), particularly Book 2, and other relevant corporate legislation. The document serves multiple purposes: it formally records the appointment decision, provides evidence for the Dutch Commercial Register (Handelsregister), and ensures compliance with corporate governance requirements. It includes essential information about the appointed director, terms of service, and necessary compliance declarations. This type of resolution is commonly used across all Dutch companies, whether private (BV) or public (NV), though specific requirements may vary based on company size and structure.
