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Shareholder Resolution Appointing Directors

Shareholder Resolution Appointing Directors Template for Germany

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Key Requirements PROMPT example:

Shareholder Resolution Appointing Directors

"I need a Shareholder Resolution Appointing Directors for my German GmbH to appoint Dr. Maria Schmidt as Managing Director effective March 1, 2025, replacing our retiring director, with standard powers of representation."

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Document background
The Shareholder Resolution Appointing Directors is a crucial corporate governance document used in German companies when shareholders need to formally appoint new directors to either the management board (Vorstand for AG, Geschäftsführer for GmbH) or supervisory board (Aufsichtsrat). This document is required under German corporate law whenever there are changes to the company's leadership structure, whether due to term expiration, resignation, expansion of the board, or other corporate governance needs. The resolution must comply with specific requirements under German law, particularly the Stock Corporation Act (Aktiengesetz) or Limited Liability Companies Act (GmbH-Gesetz), and must include sufficient detail about the appointment to satisfy commercial register requirements. The document is essential for maintaining proper corporate governance records and ensuring the legal validity of director appointments.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the shareholder meeting/written resolution

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

3. Meeting Information: Whether it's a shareholder meeting or written resolution, confirmation of proper notice/waiver of notice, and quorum requirements being met

4. Attendance Record: List of shareholders present/participating and their respective shareholdings, confirming sufficient voting power

5. Recitals: Background information explaining the reason for the appointment(s) and any relevant vacancy/expansion of the board

6. Resolution Text: Formal resolution language appointing the director(s), specifying their role (e.g., managing director, supervisory board member), start date, and term of office

7. Confirmation of Acceptance: Statement confirming the appointee's acceptance of the position

8. Certification: Formal certification of the resolution by the appropriate officer or notary

9. Signature Block: Space for required signatures according to company's articles

Optional Sections

1. Special Authorities: Used when granting specific powers or limitations to the appointed director(s)

2. Compensation Terms: Include when the resolution also sets or modifies the director's compensation

3. Compliance Statements: Required for regulated industries or when appointing directors to specific roles (e.g., bank supervisory board members)

4. Previous Director Discharge: Include when simultaneously discharging previous directors from their duties

5. Co-Determination Acknowledgment: Required when appointment involves employee representation requirements

Suggested Schedules

1. Director Information Sheet: Biographical information, qualifications, and experience of the appointed director(s)

2. Declaration of Acceptance: Signed declaration from the appointee accepting the position and confirming eligibility

3. Conflict of Interest Declaration: Statement from the appointee regarding any potential conflicts of interest

4. Commercial Register Forms: Required forms for updating the commercial register (Handelsregister)

5. Specimen Signature: Notarized specimen signature of the newly appointed director(s)

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

Healthcare

Retail

Energy

Transportation

Real Estate

Professional Services

Telecommunications

Consumer Goods

Industrial

Media & Entertainment

Agriculture

Construction

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Board Administration

Regulatory Affairs

Executive Office

Corporate Affairs

Risk Management

Human Resources

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

General Counsel

Corporate Lawyer

Compliance Officer

Legal Director

Corporate Governance Officer

Board Secretary

Chief Legal Officer

Head of Legal

Corporate Affairs Director

Supervisory Board Member

Legal Counsel

Industries
German Stock Corporation Act (Aktiengesetz - AktG): Primary legislation governing German stock corporations. Particularly relevant sections include §84 (Appointment and Removal of Management Board Members), §101 (Appointment of Supervisory Board Members), and §119 (Rights of the General Meeting)
German Commercial Code (Handelsgesetzbuch - HGB): Contains general provisions regarding commercial law and corporate documentation requirements, including registration of directors in the commercial register
German Corporate Governance Code (Deutscher Corporate Governance Kodex): Contains recommendations for good corporate governance, including guidelines on board composition, diversity requirements, and qualification criteria for directors
Co-Determination Act (Mitbestimmungsgesetz): Regulates employee participation in corporate governance for companies with more than 2000 employees, affecting the composition of the supervisory board
Limited Liability Companies Act (GmbH-Gesetz): Relevant if the company is a GmbH rather than an AG, containing specific provisions about managing director appointments and shareholder resolutions
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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