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Resolution Of Sole Director

Resolution Of Sole Director Template for Denmark

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Resolution Of Sole Director

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Document background
The Resolution of Sole Director is a crucial corporate governance document used in Danish companies where a single director has the authority to make company decisions. This document type is particularly relevant for smaller corporations, subsidiaries, and single-member companies operating under Danish law. The resolution formally documents important company decisions and must comply with the Danish Companies Act (Selskabsloven) and other relevant corporate regulations. It can cover various corporate actions including but not limited to changes in company structure, financial decisions, operational matters, and strategic initiatives. When properly executed, the Resolution of Sole Director serves as legal evidence of corporate decision-making and may be required for filing with the Danish Business Authority (Erhvervsstyrelsen) or for demonstrating proper corporate governance to stakeholders.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the decision

2. Company Details: Full legal name of the company, registration number (CVR), and registered address

3. Director Details: Name and position of the sole director making the resolution

4. Preliminary Statement: Confirmation of authority to make decisions as sole director

5. Quorum Statement: Confirmation that the sole director constitutes a valid quorum under the articles of association

6. Resolutions: Clear numbered list of the specific decisions being made

7. Declaration: Formal statement that the resolutions were duly passed

8. Execution Block: Space for signature of the sole director, date, and any witness requirements

Optional Sections

1. Recitals: Background information explaining the context and reasons for the decisions - needed when the resolution relates to complex matters or requires context

2. Confirmation of Notice: Statement confirming proper notice was given to relevant parties - needed if required by articles of association

3. Regulatory Compliance Statement: Specific statements confirming compliance with relevant regulations - needed for regulated matters

4. Recording of Votes: Formal recording of the vote outcome - needed for certain types of decisions requiring explicit voting record

5. Reservation of Rights: Statement reserving any specific rights - needed when the resolution might affect other rights or obligations

Suggested Schedules

1. Supporting Documents: Any relevant documents supporting the decisions made, such as valuations, reports, or certificates

2. Notice of Meeting: Copy of any formal notice given (if applicable)

3. Power of Attorney: If the director is acting through a representative

4. Certificate of Authority: Documents proving the director's authority to make the decisions

5. Relevant Agreements: Copies of any agreements or contracts referenced in the resolution

Authors

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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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