Document background
A Special Board Resolution is a crucial corporate governance document used in German companies when the board needs to make significant or extraordinary decisions that require formal documentation. This document type is governed by German corporate law, particularly the Aktiengesetz (AktG) for stock corporations or GmbH-Gesetz for limited liability companies. Special Board Resolutions are typically required for major corporate actions such as mergers, acquisitions, capital increases, significant investments, appointment or removal of key executives, or other material business decisions. The document must include specific elements required by German law, such as proper notice of the meeting, confirmation of quorum, detailed voting results, and appropriate signatures. It serves as an official record of the board's decision-making process and provides legal protection for both the company and its directors. The resolution must be carefully drafted to ensure compliance with German corporate governance requirements and may need to be filed with relevant authorities or presented to shareholders depending on the nature of the decision.
