A Resolution By Shareholders is a crucial corporate governance document used in German companies to formalize decisions made by shareholders. It is required whenever shareholders need to make binding decisions about company matters, as prescribed by the German Limited Liability Companies Act (GmbHG) for GmbHs or the Stock Corporation Act (AktG) for AGs. The document is essential for recording both ordinary business decisions (such as appointing managing directors or approving financial statements) and extraordinary resolutions (such as corporate restructuring or amendments to the articles of association). Some resolutions require notarization under German law, particularly those involving changes to the company's fundamental structure. The Resolution By Shareholders serves as official evidence of corporate decision-making and is often required by regulatory authorities, banks, and other third parties as proof of proper corporate authorization.
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1. Title and Date: Formal title of the resolution and date of the meeting/resolution
2. Company Details: Full legal name, registration number, and registered office of the company
3. Participating Shareholders: List of present or participating shareholders, their shareholdings and voting rights
4. Confirmation of Proper Convocation: Confirmation that the meeting was properly convened or that all shareholders agreed to hold the meeting
5. Quorum Confirmation: Confirmation that required quorum is present
6. Agenda Items: List of matters to be resolved
7. Resolutions: The actual decisions made by the shareholders, numbered sequentially
8. Voting Results: Results of the vote for each resolution, including numbers of votes in favor, against, and abstentions
9. Signatures: Signatures of required parties (depending on form requirements)
1. Preamble: Background information explaining the context and reasons for the resolutions, used when complex decisions need context
2. Appointment of Meeting Chairman: Required when the meeting is physical and needs a chairman
3. Waiver of Formalities: Used when shareholders agree to waive certain formal requirements for the meeting
4. Dissenting Opinions: Required when shareholders wish to record their objections to specific resolutions
5. Implementation Instructions: Used when specific actions need to be taken to implement the resolutions
6. Conditions Precedent: Include when resolutions are subject to certain conditions being met
1. Attendance List: Detailed list of attending shareholders with their shareholdings and representatives
2. Powers of Attorney: Copies of powers of attorney for shareholders represented by proxy
3. Supporting Documents: Any relevant documents supporting the resolutions (e.g., valuations, contracts)
4. Amended Articles: If the resolution includes changes to articles of association, the new version is attached
5. Meeting Minutes: If the resolution is passed in a meeting, the full minutes are attached
6. Voting Records: Detailed documentation of the voting process and results
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