A General Meeting Resolution is a crucial corporate document required under German law whenever shareholders make formal decisions at a general meeting (Hauptversammlung). This document type is mandated by the German Stock Corporation Act (Aktiengesetz) and serves multiple purposes: it officially records shareholder decisions, provides legal proof of corporate actions, and serves as a reference document for implementing approved measures. The resolution must be prepared for all significant corporate decisions, including but not limited to annual financial statement approvals, profit distribution, board member appointments, corporate restructuring, and amendments to the articles of association. The document must meet strict formal requirements and often requires notarization for certain types of resolutions. It forms part of the company's essential corporate documentation and can be required for regulatory filings, bank dealings, and corporate governance records.
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1. Title and Formal Information: Company name, registration details, date, time, and location of the general meeting
2. Attendance and Quorum: List of attending shareholders or their representatives, confirmation of proper invitation, and verification of quorum requirements
3. Meeting Chair and Minute Taker: Identification of the meeting chairperson and the person responsible for taking minutes
4. Agenda Items: List of items to be decided upon, exactly as announced in the meeting invitation
5. Proposed Resolutions: Detailed text of each resolution proposed for voting
6. Voting Results: Number of votes cast, valid votes, votes in favor, against, and abstentions for each resolution
7. Formal Adoption: Formal statement of adoption or rejection of each resolution
8. Signatures: Signatures of required parties (typically chair and minute taker, notary if required)
1. Shareholder Discussions: Summary of significant shareholder discussions or questions, used when there are material debates or important clarifications
2. Dissenting Opinions: Record of formal objections or dissenting opinions, included when shareholders formally register their opposition
3. Implementation Instructions: Specific instructions for implementing the resolutions, used for complex decisions requiring detailed execution steps
4. Conditional Provisions: Conditions that must be met for the resolution to take effect, included when resolution effectiveness depends on external factors
5. Declaration of Immediate Effect: Statement making resolution immediately effective, used when immediate implementation is required
1. Attendance List: Detailed list of all attending shareholders with their respective shareholdings and voting rights
2. Meeting Invitation: Copy of the original meeting invitation and proof of proper notification
3. Voting Records: Detailed documentation of the voting process and results
4. Supporting Documents: Relevant documents referenced in the resolutions (e.g., annual accounts, merger agreements)
5. Power of Attorney Documents: Copies of power of attorney documents for represented shareholders
6. Expert Reports: Any expert opinions or valuations relevant to the resolutions
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