Document background
A Resolution By Shareholders is a crucial corporate governance document used in German companies to formalize decisions made by shareholders. It is required whenever shareholders need to make binding decisions about company matters, as prescribed by the German Limited Liability Companies Act (GmbHG) for GmbHs or the Stock Corporation Act (AktG) for AGs. The document is essential for recording both ordinary business decisions (such as appointing managing directors or approving financial statements) and extraordinary resolutions (such as corporate restructuring or amendments to the articles of association). Some resolutions require notarization under German law, particularly those involving changes to the company's fundamental structure. The Resolution By Shareholders serves as official evidence of corporate decision-making and is often required by regulatory authorities, banks, and other third parties as proof of proper corporate authorization.
