Document background
The Board Resolution For Incorporation of a Wholly Owned Subsidiary is a crucial corporate governance document used when a company decides to establish a new subsidiary entity in the Netherlands. This document is required to demonstrate proper corporate authorization and decision-making in accordance with Dutch law and the parent company's articles of association. It serves multiple purposes: providing formal evidence of the board's decision, detailing the structure and parameters of the new subsidiary, designating authorized representatives for the incorporation process, and meeting Dutch regulatory requirements for company formation. The resolution must comply with both the Dutch Civil Code (particularly Book 2) and the Dutch Commercial Register Act, and typically requires execution before a Dutch civil law notary. This document is particularly important as it forms part of the official incorporation documentation required by the Dutch Chamber of Commerce (KvK) and serves as a reference point for future corporate governance matters.
