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Resolution Of Sole Shareholder

Resolution Of Sole Shareholder Template for Germany

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Key Requirements PROMPT example:

Resolution Of Sole Shareholder

"I need a Resolution of Sole Shareholder for my German GmbH to approve the annual financial statements for 2024 and authorize a dividend distribution to be paid by March 2025."

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Document background
The Resolution Of Sole Shareholder is a crucial corporate governance document used in German companies where all shares are held by a single shareholder. It's particularly common in GmbH structures (German limited liability companies) and serves as the formal mechanism for documenting important company decisions. Under German law, certain resolutions must be notarized, especially those involving changes to the articles of association, capital measures, or corporate restructuring. The document typically includes details of the decision-making process, specific resolutions passed, and any implementation requirements. It's essential for maintaining proper corporate records and demonstrating compliance with German corporate law requirements, particularly the GmbHG (German Limited Liability Companies Act).
Suggested Sections

1. Title and Date: Clearly stating this is a Resolution of the Sole Shareholder, including the full date of the resolution

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

3. Shareholder Information: Full name and address of the sole shareholder, confirming 100% ownership

4. Preliminary Statements: Confirmation of sole shareholding, proper notice/waiver of notice, and capacity to make decisions

5. Quorum and Capacity: Statement confirming the shareholder's authority to pass resolutions as sole shareholder

6. Resolutions: Clear enumeration of each resolution being passed, with specific details and implementation requirements

7. Signature Block: Space for the sole shareholder's signature, date, and place of signing

Optional Sections

1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions need contextual explanation

2. Implementation Instructions: Specific instructions for management regarding the implementation of the resolutions, used when resolutions require specific actions

3. Voting Results: Although typically not needed for sole shareholder resolutions, may be included for formal documentation purposes

4. Legal Notices: Additional legal statements or notices required for specific types of decisions (e.g., capital changes)

5. Recording Notary: Section for notarial authentication, required for certain types of resolutions under German law

Suggested Schedules

1. Supporting Documents: Any relevant documents supporting the resolutions (e.g., financial statements, valuations)

2. Previous Resolutions: Copies of any previous resolutions being amended or referenced

3. Corporate Documents: Relevant corporate documents such as articles of association or certificates of incorporation

4. Expert Reports: Any expert opinions or reports relied upon in making the decisions

5. Power of Attorney: If applicable, documentation authorizing someone to sign on behalf of the shareholder

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Financial Services

Real Estate

Healthcare

Energy

Transportation

Construction

Hospitality

Media and Entertainment

Agriculture

Education

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Executive Management

Board Administration

Shareholder Relations

Corporate Affairs

Risk Management

Finance

Relevant Roles

Managing Director (Geschäftsführer)

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Chief Executive Officer

Chief Financial Officer

Corporate Governance Officer

General Counsel

Legal Director

Company Owner

Shareholder Relations Manager

Corporate Administrator

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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