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Corporate Resolution Form Template for Austria

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Key Requirements PROMPT example:

Corporate Resolution Form

"I need an Austrian Corporate Resolution Form for our GmbH company to document the appointment of a new Managing Director and grant them specific signatory powers, to be effective from March 1, 2025."

Document background
The Corporate Resolution Form is a crucial document in Austrian corporate governance, used to formally document and validate company decisions. It is required whenever a company needs to record important decisions made by its governing bodies, such as approving significant transactions, changing authorized signatories, or modifying corporate structure. The document must adhere to Austrian corporate law requirements, including the UGB (Commercial Code) and specific corporate legislation depending on the company type (GmbH or AG). Some resolutions may require notarization and registration with the commercial register (Firmenbuch). The form serves multiple purposes: it provides evidence of proper corporate authorization, protects company officers and shareholders, and facilitates business transactions with third parties.
Suggested Sections

1. Header and Company Information: Official company name, registration number, registered office address as per commercial register

2. Meeting Details: Date, time, location of the meeting, and type of meeting (e.g., general assembly, board meeting)

3. Attendance and Quorum: List of present shareholders/board members, confirmation of proper invitation, and quorum verification

4. Agenda: Itemized list of matters to be resolved

5. Resolutions: Formal text of each resolution passed, including voting results

6. Certification: Signatures of required parties (chairman, secretary, notary if required)

7. Closing Formalities: Time of meeting conclusion and formal closing statements

Optional Sections

1. Preamble: Background information explaining the context of the resolutions, used for complex or significant corporate actions

2. Special Majority Provisions: Required when resolution needs special majority under Austrian law or articles of association

3. Dissenting Opinions: Record of any formal objections or dissenting votes, included when shareholders/members explicitly request notation

4. Implementation Instructions: Specific directions for executing the resolutions, used for complex corporate actions

5. Regulatory Compliance Statements: Statements confirming compliance with specific regulations, required for regulated industries or special corporate actions

Suggested Schedules

1. Attendance Register: Detailed list of all attendees with their shareholding/voting rights information

2. Power of Attorney Documents: Copies of representation authorizations for those acting on behalf of shareholders/members

3. Supporting Documentation: Relevant documents referenced in the resolutions (e.g., financial statements, valuation reports)

4. Amended Corporate Documents: If resolution involves changes to articles of association or other corporate documents

5. Meeting Notices: Copies of invitation letters and proof of proper notification

Authors

Alex Denne

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

Relevant legal definitions




















Clauses




















Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Construction

Professional Services

Telecommunications

Agriculture

Mining

Entertainment

Education

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Executive Office

Risk Management

Administrative Services

Board Services

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Board Secretary

General Counsel

Corporate Affairs Manager

Director of Administration

Executive Assistant

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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