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A Shareholder Resolution is a formal proposal that company shareholders put forward at annual general meetings under Austrian corporate law. These resolutions let shareholders directly influence company decisions, from changing business practices to appointing new board members or adjusting dividend policies.

Austrian law requires these resolutions to follow strict procedural rules under the Stock Corporation Act (Aktiengesetz). To submit a resolution, shareholders must own at least 5% of the company's shares and present their proposal at least 21 days before the meeting. Once properly submitted and approved by majority vote, the resolution becomes binding on company management.

Use a Shareholder Resolution when you need to make significant changes to your Austrian company's direction or governance. Common triggers include replacing board members, changing dividend policies, approving major acquisitions, or addressing environmental and social concerns that affect company value.

This formal tool becomes essential during strategic shifts, like when shareholders spot opportunities to improve corporate governance or when the company needs to respond to market changes. Under Austrian corporate law, timing matters - submit your resolution at least 21 days before the annual general meeting, and ensure you meet the 5% shareholding requirement to get your proposal on the agenda.

• Ordinary Resolutions: Handle routine matters like approving financial statements or appointing auditors, requiring a simple majority vote (50% plus one)
• Special Resolutions: Address fundamental changes like amending company statutes or mergers, requiring 75% shareholder approval under Austrian law
• Board Nomination Resolutions: Propose new supervisory board members or management board changes
• Distribution Resolutions: Deal with dividend policies and profit allocation decisions
• Environmental and Social Resolutions: Focus on sustainability, corporate responsibility, or stakeholder concerns

• Shareholders: Initiate and vote on resolutions, with major investors needing 5% ownership to propose items
• Management Board (Vorstand): Implements approved resolutions and provides information to shareholders
• Supervisory Board (Aufsichtsrat): Reviews resolutions and advises on their alignment with company interests
• Corporate Legal Counsel: Ensures resolutions comply with Austrian corporate law and drafts formal documentation
• Company Secretary: Handles administrative aspects, including proper filing and communication of resolutions
• External Auditors: Verify financial implications and compliance of relevant resolutions

• Company Details: Gather current articles of association, shareholder registry, and ownership percentages
• Resolution Purpose: Clearly define the proposed changes and their business rationale
• Legal Requirements: Confirm the 5% shareholding threshold and 21-day notice period are met
• Supporting Documents: Collect financial statements, board reports, or expert opinions relevant to your proposal
• Draft Resolution: Use our platform to generate a legally compliant template that includes all mandatory elements
• Internal Review: Have key stakeholders review the draft for accuracy and strategic alignment

• Resolution Title: Clearly state company name, date, and type of resolution (ordinary or special)
• Meeting Details: Specify the general meeting date, location, and notice period compliance
• Proposing Shareholders: List names and shareholding percentages confirming 5% threshold
• Resolution Text: State the proposed action in clear, legally precise terms
• Legal Authority: Reference relevant sections of Austrian Stock Corporation Act
• Voting Requirements: Specify majority needed (50% or 75%)
• Implementation Timeline: Include effective date and any conditional requirements
• Certification Block: Space for chairman's signature and company seal

A Shareholder Resolution differs significantly from a Shareholder Agreement in both purpose and timing. While both documents are crucial for corporate governance in Austria, they serve distinct functions.

• Timing and Duration: Shareholder Resolutions address specific decisions at particular moments, like approving dividends or board changes. Shareholder Agreements are ongoing contracts that govern long-term relationships between shareholders
• Legal Scope: Resolutions create binding decisions within the company's existing framework. Agreements establish broader rules for share transfers, voting rights, and dispute resolution
• Implementation: Resolutions require majority approval at formal meetings, while Agreements need all participating shareholders to sign initially
• Modification Process: Resolutions can be changed with new resolutions at future meetings. Agreements typically need all parties to agree to amendments