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Appointment Resolution Template for Netherlands

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Key Requirements PROMPT example:

Appointment Resolution

I need an Appointment Resolution for appointing Sarah Chen as Chief Financial Officer of our technology company, effective March 1, 2025, including specific provisions for DNB approval as we are a fintech company regulated by the Dutch Central Bank.

Document background
The Appointment Resolution is a crucial corporate document used in the Netherlands to formally document and implement the appointment of individuals to various corporate positions. This document type is essential for ensuring compliance with Dutch corporate law requirements and maintaining proper corporate governance records. The resolution is typically required when appointing management board members, supervisory board members, or other key officers within a company. It must comply with the Dutch Civil Code (Burgerlijk Wetboek), particularly Book 2, and may need to address additional requirements for regulated entities or listed companies. The Appointment Resolution includes critical information such as the appointment terms, effective date, responsibilities, and any specific conditions or regulatory approvals required. It serves as official evidence of the appointment decision and forms part of the company's corporate records.
Suggested Sections

1. Header Information: Company name, registration details, and date of resolution

2. Present Parties: List of attendees, including board members present and any other relevant participants

3. Meeting Details: Confirmation of proper convocation, quorum, and chairman of the meeting

4. Context and Background: Brief background explaining the reason for the appointment and any relevant vacancy

5. Authority: Reference to relevant articles of association and legal basis for making the appointment

6. Resolution: The formal appointment decision, including the position, effective date, and term of appointment

7. Terms and Conditions: Key terms of the appointment including remuneration and basic responsibilities

8. Confirmation: Acceptance of the appointment by the appointee

9. Signature Block: Space for required signatures from authorized persons

Optional Sections

1. Works Council Opinion: Include when works council advice has been requested and received

2. Regulatory Approval: Required for regulated entities where supervisory authority approval is needed

3. Supervisory Board Approval: Include when supervisory board approval is required for the appointment

4. Conditions Precedent: Include when appointment is subject to specific conditions being met

5. Declarations: Include when specific declarations of independence, competence, or non-conflict are required

6. Transitional Provisions: Include when specific arrangements are needed for handover period

Suggested Schedules

1. CV of Appointee: Professional background and qualifications of the appointed person

2. Position Profile: Detailed description of the role and responsibilities

3. Extract from Articles of Association: Relevant sections regarding appointment procedures

4. Regulatory Clearance: Copies of any required regulatory approvals or clearances

5. Declaration of Acceptance: Signed acceptance of the appointment by the appointee

6. Powers of Attorney: If any parties are represented by proxy

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















Clauses




















Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Retail

Energy

Professional Services

Transportation

Real Estate

Telecommunications

Education

Non-Profit Organizations

Media and Entertainment

Construction

Agriculture

Relevant Teams

Legal

Corporate Governance

Company Secretariat

Board Support

Compliance

Human Resources

Corporate Affairs

Risk Management

Administrative Support

Executive Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Member

Supervisory Board Member

Managing Director

Non-Executive Director

Company Secretary

General Counsel

Compliance Officer

Head of Legal

Corporate Governance Officer

Board Chairman

Audit Committee Member

Independent Director

Executive Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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