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Management Board Resolution Template for Germany

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Key Requirements PROMPT example:

Management Board Resolution

"I need a Management Board Resolution for our German GmbH to approve the acquisition of a technology startup for €50 million, to be completed by March 2025, including authorization for the CEO to execute all necessary documents."

Document background
The Management Board Resolution is a crucial corporate governance document used in German companies to formally document decisions made by the Management Board (Vorstand). This document type is required under German corporate law, particularly the Stock Corporation Act (Aktiengesetz), whenever the Management Board makes significant business or operational decisions. A Management Board Resolution typically includes details of the meeting, attendees, the specific resolutions passed, voting results, and any supporting documentation. It serves multiple purposes: as a legal record of decisions, as evidence of proper corporate governance, and as authorization for implementing specific actions. The document must comply with both statutory requirements and the company's articles of association, and may require Supervisory Board approval for certain matters.
Suggested Sections

1. Title and Company Information: Full legal name of the company, registration details, and date of the resolution

2. Meeting Details: Date, time, location, and form of the meeting (in-person/virtual/hybrid)

3. Attendance: List of present board members, confirmation of quorum, and any other participants

4. Agenda: List of matters to be discussed and resolved

5. Declaration of Conflicts: Statement regarding any conflicts of interest of board members

6. Resolutions: Clear statement of each resolution being passed, numbered sequentially

7. Voting Results: Record of how the board voted on each resolution

8. Signatures: Signatures of the Chairperson and required board members

Optional Sections

1. Prior Resolutions: Reference to previous resolutions being amended or affected, used when the current resolution modifies existing decisions

2. Regulatory Compliance Statement: Specific statements confirming compliance with relevant regulations, used when the resolution involves regulated matters

3. Implementation Instructions: Specific directions for implementing the resolution, used for complex operational changes

4. Supervisory Board Approval: Reference to required Supervisory Board approval, used when the resolution requires such approval under law or articles

5. Works Council Consultation: Documentation of works council consultation, used when the resolution affects employees

Suggested Schedules

1. Financial Statements: Relevant financial information supporting the resolution

2. Expert Reports: Any third-party expert opinions or valuations referenced in the resolution

3. Supporting Documents: Key documents referenced in the resolution such as contracts or agreements

4. Power of Attorney: If specific powers are being delegated as part of the resolution

5. Implementation Timeline: Detailed timeline for implementing complex resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Energy

Telecommunications

Real Estate

Transportation

Professional Services

Consumer Goods

Industrial

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Office

Board Secretariat

Corporate Affairs

Finance

Risk Management

Human Resources

Strategy

Relevant Roles

CEO

Managing Director

Board Member

Company Secretary

General Counsel

Corporate Governance Officer

Legal Director

Compliance Officer

Chief Financial Officer

Board Relations Manager

Corporate Secretary

Executive Assistant to Board

Head of Legal

Senior Legal Counsel

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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