Annual General Meeting Resolution Template for Germany

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Key Requirements PROMPT example:

Annual General Meeting Resolution

"I need an Annual General Meeting Resolution for our German AG's virtual shareholders' meeting scheduled for March 15, 2025, which will include standard annual resolutions plus special resolutions for a capital increase and appointment of new Supervisory Board members."

Document background
The Annual General Meeting Resolution is a crucial corporate governance document required under German law for all stock corporations (Aktiengesellschaft - AG). It must be prepared whenever an annual general meeting is held, typically once per fiscal year as mandated by the German Stock Corporation Act (Aktiengesetz). The document serves multiple purposes: it formally records all resolutions passed by shareholders, documents the meeting proceedings, provides evidence of corporate decision-making, and serves as a legally binding instrument for implementing corporate actions. The resolution must contain specific elements required by German law, including formal meeting details, attendance records, voting results, and notarial certification. It's particularly important for corporate record-keeping, regulatory compliance, and may be required for submission to various authorities including the commercial register (Handelsregister) when certain corporate changes are approved.
Suggested Sections

1. Meeting Details: Formal information including company name, date, time, location/format of meeting, chair person and notary details

2. Attendance Record: List of attendees, including number of shares represented and percentage of share capital present

3. Agenda Overview: Complete list of agenda items to be addressed in the meeting

4. Individual Resolutions: Detailed presentation of each resolution, including exact wording of the resolution and voting results

5. Voting Results Summary: Summary of all votes cast, including number of valid votes, abstentions, and votes for and against each resolution

6. Closing Statements: Formal closing of the meeting, including time of conclusion

7. Certification: Notarial certification and signatures of the chairman and notary

Optional Sections

1. Management Board Report: Required when specific items like capital measures or authorized capital are on the agenda

2. Supervisory Board Statement: Required when the agenda includes items requiring Supervisory Board comment or approval

3. Shareholder Questions and Answers: Documentation of Q&A session, if significant questions were raised during the meeting

4. Minority Shareholder Statements: Required when minority shareholders make formal statements or counter-proposals

5. Virtual Meeting Specifications: Required for virtual or hybrid AGMs, detailing the technical implementation and compliance with legal requirements

Suggested Schedules

1. Attendance List: Detailed list of all shareholders or their representatives present, including their shareholdings

2. Voting Cards/Results: Detailed documentation of the voting process and results for each resolution

3. Power of Attorney Documents: Copies of relevant power of attorney documents for represented shareholders

4. Supporting Documentation: Any supporting documents referenced in the resolutions (e.g., annual accounts, articles amendments)

5. Technical Protocol: For virtual meetings, documentation of the technical implementation and any technical incidents

Authors

Alex Denne

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

Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Telecommunications

Real Estate

Transportation

Consumer Goods

Industrial

Pharmaceuticals

Insurance

Banking

Media

All sectors with companies structured as AG

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Investor Relations

Corporate Affairs

Executive Office

Risk Management

Corporate Communications

Finance

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Compliance Officer

Corporate Governance Officer

Board Secretary

Investor Relations Director

Legal Counsel

Corporate Paralegal

Board Member

Supervisory Board Member

Management Board Member

Company Secretary

Head of Legal

Corporate Affairs Director

Risk Management Officer

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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