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Resolution Of Sole Director

Resolution Of Sole Director Template for Germany

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Key Requirements PROMPT example:

Resolution Of Sole Director

"I need a Resolution of Sole Director under German law to approve the establishment of a new branch office in Munich and authorize the allocation of €2 million in initial funding, to be effective from March 15, 2025."

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Document background
The Resolution of Sole Director is a crucial corporate governance document used in German companies where a single director has decision-making authority. It is particularly relevant for GmbH (limited liability) companies and must comply with the German Limited Liability Companies Act (GmbHG) and other applicable corporate laws. This document type is used to formally record important business decisions, demonstrate compliance with legal obligations, and provide evidence of proper corporate governance. Typical situations requiring a Resolution of Sole Director include approving annual accounts, authorizing significant contracts, appointing officers, establishing branches, or making strategic business decisions. The resolution must be properly dated, signed, and maintained in the company's records, with certain resolutions potentially requiring notarization under German law.
Suggested Sections

1. Title and Date: Formal identification of the document as a Resolution of Sole Director, including the date of the resolution

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

3. Director Information: Name and position of the sole director making the resolution

4. Preliminary Statements: Confirmation of authority to make decisions and compliance with constitutional documents

5. Consideration of Matter: Background and context of the matters being considered

6. Resolutions: Clear statement of each decision made, numbered if multiple decisions

7. Declaration: Statement confirming the director has considered the company's interests and complied with duties

8. Signature Block: Space for director's signature, name, and date of signing

Optional Sections

1. Quorum Confirmation: Used when specifically required to confirm decision-making authority under the articles of association

2. Conflicts of Interest: Include when the director needs to declare any personal interests in the matter being decided

3. Legal Advice: Reference to any legal advice received, when decisions are based on professional consultation

4. Related Party Transactions: Required when the resolution involves transactions with related parties

5. Implementation Instructions: Include when specific actions need to be taken to implement the resolutions

Suggested Schedules

1. Supporting Documents: Relevant documents referenced in the resolution (e.g., contracts, certificates)

2. Financial Information: Any financial statements or reports relevant to the decision

3. Corporate Authority: Copies of relevant constitutional documents or powers of attorney

4. Expert Reports: Any professional opinions or valuations relied upon for the decision

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Professional Services

Energy

Transportation

Construction

Telecommunications

Media

Hospitality

Agriculture

Mining

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Board Administration

Executive Office

Finance

Risk Management

Administrative Support

Relevant Roles

Managing Director

CEO

General Counsel

Corporate Secretary

Legal Director

Compliance Officer

Board Member

Chief Financial Officer

Head of Legal

Corporate Governance Officer

Legal Counsel

Company Secretary

Industries
GmbHG (German Limited Liability Companies Act): Primary legislation governing GmbH companies in Germany, including provisions about management decisions, director's duties, and formal requirements for resolutions
AktG (German Stock Corporation Act): Regulates German stock corporations (AG), including provisions about management board decisions and corporate governance requirements
HGB (German Commercial Code): Contains general provisions about commercial operations, documentation requirements, and record-keeping obligations
BGB (German Civil Code): Provides fundamental legal principles including contract formation, legal declarations, and general rules about legal transactions
Corporate Governance Code (Deutscher Corporate Governance Kodex): Contains recommendations for corporate governance standards, including decision-making processes and documentation requirements
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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