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A Board of Directors Resolution is a crucial corporate governance document used to formally record decisions made by a company's board of directors in Germany. This document type is essential for compliance with the German Stock Corporation Act (Aktiengesetz) and must be prepared whenever the board makes significant decisions affecting the company. The resolution typically includes meeting details, attendance records, specific decisions made, voting results, and necessary signatures. It serves multiple purposes: documenting compliance with legal requirements, providing evidence of proper corporate governance, and creating a formal record of board decisions. The document is particularly important for major corporate actions such as mergers, capital increases, appointment of officers, or approval of financial statements. Under German law, certain board resolutions may require additional formalities, such as notarization or specific filing requirements with the commercial register (Handelsregister).

1. Header and Title: Official company name, document type, and date of resolution

2. Meeting Details: Date, time, location, and form of meeting (physical/virtual)

3. Attendance Record: List of present board members, confirmation of quorum, and any other attendees

4. Notice and Compliance: Confirmation that proper notice was given and meeting was properly constituted

5. Agenda Items: List of matters to be discussed and resolved

6. Resolutions: Clear statement of each resolution passed, numbered sequentially

7. Voting Results: Record of how the board voted on each resolution

8. Certification: Formal certification of the resolution's validity, including chairman's signature