A Board Resolution For Creation of Charge is a crucial corporate document used in the Netherlands when a company intends to grant security interests over its assets. It serves as evidence that the creation of the charge has been properly authorized at the corporate level, in accordance with Dutch law and the company's articles of association. This document is typically required by lenders, security agents, and the Dutch Trade Register (Handelsregister) as proof of valid corporate authorization. The resolution must comply with requirements under the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 2 and 3, regarding corporate governance and security interests. It should be used whenever a Dutch company plans to create security interests, whether in the context of financing arrangements, corporate restructuring, or other commercial transactions requiring asset security.
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1. Title and Date: Formal identification of the document as a Board Resolution, including the company name and date of the resolution
2. Presence and Quorum: Confirmation of the meeting details, directors present, and that a valid quorum exists per the articles of association
3. Background: Context of why the charge is being created, including details of any underlying facility or obligation being secured
4. Definitions: Key terms used in the resolution, particularly technical terms relating to the charge and secured obligations
5. Review of Documents: List and confirmation of review of relevant documents (facility agreements, security documents, etc.)
6. Declarations: Statements confirming board's review of the transaction and determination it is in company's best interests
7. Main Resolutions: The core decisions being made, including approval of the charge creation and related documents
8. Authorization: Specific authorization for officers to execute documents and take necessary actions
9. Confirmation: Statement that the resolution complies with company's articles of association and applicable laws
10. Signatures: Space for required signatures of board members/secretary
1. Consideration of Financial Position: Include when the charge is significant or affects company's financial position substantially - analysis of company's ability to meet obligations
2. Conflicts of Interest: Required when any director has a conflict of interest in relation to the charge or underlying transaction
3. Related Party Transactions: Include if the charge involves any related party transactions requiring specific disclosure
4. Regulatory Compliance: Include if the charge creation requires regulatory notifications or approvals
5. Group Structure Considerations: Include when the charge affects or involves other group companies
1. Schedule 1 - Details of the Charge: Specific details of the assets being charged and nature of the security interest
2. Schedule 2 - Form of Security Documents: Forms of security documents to be executed pursuant to the resolution
3. Schedule 3 - Facility Details: Summary of the underlying facility or obligation being secured
4. Appendix A - Powers of Attorney: If required, forms of power of attorney to execute documents
5. Appendix B - Corporate Authority Documents: Copies of relevant corporate authority documents (e.g., articles of association excerpts)
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