Minutes GMS Absence or Inability to Act

Appointing a substitute director in case of absence

 5,00 excl. btw

With this shareholder resolution, you appoint a replacement in advance. This person can take temporary decisions in case of calamities and prolonged illness. Every entrepreneur should do this, because a company can come to a standstill in one fell swoop.

Up to date: Dutch law and regulations 2024

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Absence or inability

In private limited companies, you have to appoint a replacement. The latter takes office in case of serious illness, death, disappearance or other inability to perform his duties. In formal language, this decision is called replacement in the event of absence and inability.

What to fill in yourself

You have to include the temporary director’s name and date of birth yourself. Furthermore, you fill in the names of those present, date and place. Finally, you have to sign the minutes.


Contains provisions on:

  • Shares present;
  • Formal observations on validity of decision;
  • Appointment of temporary director.


You use this document in the following situation:
A number of decisions require a private limited company to have a director. In case of death, these are the heirs of the shareholder(s). In case of serious illness or prolonged absence, the director cannot make decisions either. Consider, for example, a heart attack or stroke.

The articles of association of most private limited companies provide for the possibility of appointing a temporary director. Inherent to the reason for the decision, it is wise to take it in advance. This model minute for the appointment of a director in the event of absence or inability to act provides for the recording of this decision.






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Hans Liemburg

Hans Liemburg

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