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Unanimous Resolution Of Shareholders

Unanimous Resolution Of Shareholders Template for Germany

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Key Requirements PROMPT example:

Unanimous Resolution Of Shareholders

"I need a Unanimous Resolution of Shareholders under German law for our GmbH company to approve the annual financial statements for fiscal year 2024 and distribute dividends to shareholders, to be signed by March 15, 2025."

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Document background
The Unanimous Resolution of Shareholders is a crucial corporate governance document used in German companies when all shareholders need to formally agree on important company decisions. It's primarily used when immediate action is required or when organizing a formal shareholders' meeting is impractical. The document must comply with German corporate law requirements, particularly the GmbHG (for GmbH companies) or AktG (for stock corporations). Common scenarios for using this document include approving annual financial statements, appointing managing directors, amending articles of association, or authorizing significant business transactions. The resolution must clearly state the decisions made, include all necessary formal elements required by German law, and be properly executed by all shareholders or their authorized representatives. For certain decisions, notarization may be mandatory to ensure legal validity.
Suggested Sections

1. Title and Date: Formal title of the document including company name, document type (Unanimous Resolution of Shareholders), and date of resolution

2. Company Details: Full legal name of company, registration number, registered office address

3. Participating Shareholders: List of all shareholders with their respective shareholdings and voting rights

4. Confirmation of Notice: Statement confirming proper notice or waiver of notice requirements

5. Quorum Confirmation: Confirmation that all shareholders are present/participating and hold 100% of voting rights

6. Resolutions: Clear enumeration of all decisions being made by the shareholders

7. Voting Results: Confirmation of unanimous approval of all resolutions

8. Signatures: Space for signatures of all shareholders or their authorized representatives

9. Certification: If required, certification by chairman/notary of the authenticity of the resolution

Optional Sections

1. Preamble: Background information explaining the context and reasons for the resolutions, used when complex decisions require explanation

2. Legal Basis: Reference to relevant articles of association and legal provisions, used when dealing with special resolutions or statutory requirements

3. Implementation Instructions: Specific instructions for management regarding implementation of resolutions, used for complex operational changes

4. Effective Date Provisions: Specific provisions about when different aspects of the resolution take effect, used for phased implementation

5. Notarial Authentication: Space for notarial authentication, required for certain types of resolutions under German law

Suggested Schedules

1. Power of Attorney: If any shareholders are represented by proxy

2. Supporting Documents: Key documents referenced in the resolutions (e.g., annual accounts, valuation reports)

3. Amended Articles: If the resolution includes changes to the articles of association

4. Corporate Structure Chart: For resolutions involving corporate restructuring or ownership changes

5. Implementation Timeline: Detailed timeline for implementing complex resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Professional Services

Retail

Healthcare

Energy

Construction

Transportation

Agriculture

Education

Hospitality

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Finance

Company Secretariat

Shareholder Relations

Board Administration

Risk Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Corporate Governance Officer

Chief Legal Officer

Shareholder Relations Manager

Chief Financial Officer

Business Development Director

Corporate Secretary

Investment Manager

General Counsel

Industries





Teams

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