The Annual General Meeting Resolution is a crucial corporate governance document required under German law for all stock corporations (Aktiengesellschaft - AG). It must be prepared whenever an annual general meeting is held, typically once per fiscal year as mandated by the German Stock Corporation Act (Aktiengesetz). The document serves multiple purposes: it formally records all resolutions passed by shareholders, documents the meeting proceedings, provides evidence of corporate decision-making, and serves as a legally binding instrument for implementing corporate actions. The resolution must contain specific elements required by German law, including formal meeting details, attendance records, voting results, and notarial certification. It's particularly important for corporate record-keeping, regulatory compliance, and may be required for submission to various authorities including the commercial register (Handelsregister) when certain corporate changes are approved.
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1. Meeting Details: Formal information including company name, date, time, location/format of meeting, chair person and notary details
2. Attendance Record: List of attendees, including number of shares represented and percentage of share capital present
3. Agenda Overview: Complete list of agenda items to be addressed in the meeting
4. Individual Resolutions: Detailed presentation of each resolution, including exact wording of the resolution and voting results
5. Voting Results Summary: Summary of all votes cast, including number of valid votes, abstentions, and votes for and against each resolution
6. Closing Statements: Formal closing of the meeting, including time of conclusion
7. Certification: Notarial certification and signatures of the chairman and notary
1. Management Board Report: Required when specific items like capital measures or authorized capital are on the agenda
2. Supervisory Board Statement: Required when the agenda includes items requiring Supervisory Board comment or approval
3. Shareholder Questions and Answers: Documentation of Q&A session, if significant questions were raised during the meeting
4. Minority Shareholder Statements: Required when minority shareholders make formal statements or counter-proposals
5. Virtual Meeting Specifications: Required for virtual or hybrid AGMs, detailing the technical implementation and compliance with legal requirements
1. Attendance List: Detailed list of all shareholders or their representatives present, including their shareholdings
2. Voting Cards/Results: Detailed documentation of the voting process and results for each resolution
3. Power of Attorney Documents: Copies of relevant power of attorney documents for represented shareholders
4. Supporting Documentation: Any supporting documents referenced in the resolutions (e.g., annual accounts, articles amendments)
5. Technical Protocol: For virtual meetings, documentation of the technical implementation and any technical incidents
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