Circular Resolution Of Shareholders Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Circular Resolution Of Shareholders

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Circular Resolution Of Shareholders

"I need a Circular Resolution of Shareholders under German law for my GmbH to approve the appointment of two new managing directors and amend the signatory requirements, to be effective from March 1, 2025."

Document background
The Circular Resolution Of Shareholders is a critical corporate governance tool used in German business practice when decisions need to be made by shareholders outside of regular general meetings. This document type is particularly useful when immediate decisions are required or when organizing a physical meeting would be impractical. It's commonly used for time-sensitive matters such as approving major transactions, appointing directors, or making structural changes to the company. The document must comply with German corporate law, particularly the GmbHG for limited liability companies or AktG for stock corporations, and typically includes detailed information about the proposed resolutions, voting procedures, and required majorities. Electronic circulation and signature are increasingly common, subject to compliance with German electronic signature laws.
Suggested Sections

1. Title and Date: Formal title of the document identifying it as a shareholders' resolution, including the company name and date

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

3. Shareholder Information: List of all shareholders, their shareholding percentages, and voting rights

4. Notice and Quorum: Confirmation that proper notice requirements are waived (for circular resolution) and that the required quorum is met

5. Proposed Resolutions: Clear enumeration of each resolution to be voted upon, with specific details and implementation requirements

6. Voting Instructions: Clear instructions on how shareholders should indicate their vote (approve/reject/abstain) for each resolution

7. Legal Declarations: Statements confirming compliance with relevant laws and articles of association

8. Signature Blocks: Spaces for each shareholder to sign, date, and indicate their vote

Optional Sections

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

2. Waiver of Formalities: Additional waivers of formal requirements, used when deviating from standard meeting procedures

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

4. Deadline: Specific deadline for returning signed resolutions, used when time-sensitive decisions are required

5. Electronic Signature Provisions: Specific provisions allowing for electronic signatures, used when resolution will be circulated and signed digitally

Suggested Schedules

1. Voting Results Summary: Table summarizing the votes received from each shareholder

2. Supporting Documents: Any relevant documents supporting the proposed resolutions (e.g., financial statements, valuations)

3. Power of Attorney: If any shareholders are represented by proxy, the relevant authorization documents

4. Previous Resolutions: Copies of previous resolutions being amended or referenced

5. Proof of Shareholding: Current shareholder list or share register excerpt confirming shareholding percentages

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

Real Estate

Professional Services

Retail

Healthcare

Energy

Telecommunications

Transportation

Construction

Media and Entertainment

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Executive Management

Corporate Governance

Administration

Compliance

Board of Directors

Shareholder Relations

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Chief Financial Officer

Corporate Governance Officer

Shareholder Relations Manager

Administrative Officer

General Counsel

Corporate Secretary

Legal Administrator

Business Development Director

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

Find the exact document you need

Shareholder Written Resolution

A German law-compliant written resolution document for shareholders to pass company resolutions without holding a physical meeting.

find out more

Resolution Of Sole Shareholder

A formal German law document recording decisions made by a single company owner (GmbH), serving as an official record of corporate decisions.

find out more

Resolution By Shareholders

A formal document under German law recording shareholders' decisions and corporate actions, governed by GmbHG or AktG.

find out more

Unanimous Resolution Of Shareholders

A German law-compliant formal document recording unanimous decisions made by all shareholders of a company, often requiring notarization for certain corporate actions.

find out more

Circular Resolution Of Shareholders

A German law-compliant document enabling shareholders to pass resolutions without holding a physical meeting, through written consent.

find out more

Annual General Meeting Resolution

A formal German law document recording shareholder resolutions and proceedings from a company's annual general meeting, requiring notarization under the Stock Corporation Act.

find out more

Shareholder Special Resolution

A German law corporate document recording shareholder decisions requiring a supermajority vote (typically 75%), used for fundamental company changes.

find out more

General Meeting Resolution

A formal document under German law recording resolutions adopted at a company's general meeting of shareholders, complying with the Aktiengesetz requirements.

find out more

Board Resolution For Loan From Shareholder

A German law-governed board resolution documenting the approval of a shareholder loan, including authorization for execution and key terms.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.