Unanimous Board Resolution Template for Germany

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Key Requirements PROMPT example:

Unanimous Board Resolution

"I need a Unanimous Board Resolution for our German GmbH to approve the acquisition of a competitor company, including authorization for our CEO to execute all necessary documents, with the resolution to be effective from March 15, 2025."

Document background
A Unanimous Board Resolution is a critical corporate governance document used in German companies when the board of directors needs to formally document their unanimous decisions on significant company matters. This document type is particularly important in the German legal context, where corporate decisions must strictly comply with the Aktiengesetz (AktG) for stock corporations or GmbH-Gesetz for limited liability companies. The resolution records the unanimous agreement of all board members on matters such as major transactions, corporate policies, strategic decisions, or regulatory compliance matters. It serves as legal evidence of proper corporate decision-making and is often required by third parties, regulators, or for commercial register entries. The Unanimous Board Resolution must be carefully drafted to ensure it meets all formal requirements under German law and provides clear authorization for implementing the approved actions.
Suggested Sections

1. Title and Date: Formal title of the document specifying it as a Unanimous Board Resolution, including the company name and date of the resolution

2. Attendance and Quorum: List of board members present/participating and confirmation that requirements for a valid resolution are met

3. Company Details: Legal name, registration number, and registered office of the company

4. Preamble: Confirmation that proper notice was given or waived, and meeting requirements were satisfied

5. Proposed Resolutions: Clear statement of the matter(s) to be resolved, presented as individual numbered items

6. Voting Results: Confirmation of unanimous approval of each resolution

7. Implementation Authority: Authorization for specific individuals to implement the resolutions and execute necessary documents

8. Signatures: Space for signatures of all board members, including date and place of signing

Optional Sections

1. Conflicts of Interest: Required when any board member has a conflict of interest to declare regarding the resolution matter

2. Prior Resolutions: Needed when the current resolution relates to or amends previous board decisions

3. Regulatory Compliance: Required when the resolution involves matters requiring regulatory approval or notification

4. Recitals: Background information section needed for complex resolutions requiring context

5. Conditions Precedent: Include when the effectiveness of the resolution depends on certain conditions being met

Suggested Schedules

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

2. Corporate Authorization Matrix: If the resolution involves delegating authority, attach the detailed authorization framework

3. Legal Opinions: If the resolution was based on legal advice, attach relevant legal opinions

4. Financial Statements: When the resolution involves financial matters, attach relevant financial documentation

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

Healthcare

Real Estate

Retail

Energy

Transportation

Telecommunications

Professional Services

Construction

Media and Entertainment

Agriculture

Mining and Resources

Education

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Leadership

Corporate Secretariat

Risk Management

Finance

Administrative

Regulatory Affairs

Board Administration

Relevant Roles

Board Member

Chief Executive Officer

Managing Director

Company Secretary

General Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Head of Legal

Corporate Governance Officer

Board Secretary

Executive Director

Non-Executive Director

Chief Operating Officer

Risk Manager

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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