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A Directors Resolution is a crucial corporate governance document used in Austrian business practice to formally document decisions made by a company's board of directors. It is required whenever the board needs to make significant business decisions, approve corporate actions, or fulfill statutory obligations under Austrian law. The resolution must comply with the Austrian Stock Corporation Act (Aktiengesetz) or Limited Liability Companies Act (GmbH-Gesetz), depending on the company structure, and may be needed for various purposes such as opening bank accounts, authorizing significant transactions, appointing officers, approving financial statements, or initiating corporate changes. The document typically includes meeting details, present directors, the decisions made, and formal approval signatures. It serves both as an internal record and as evidence of proper corporate governance for external stakeholders, regulatory bodies, and the commercial register (Firmenbuch).

1. Company Details: Full legal name of the company, registration number, and registered office address

2. Date and Location: Date and place of the resolution

3. Present Directors: List of directors present at the meeting or participating in the written resolution

4. Quorum Confirmation: Statement confirming that the required quorum for decision-making is met

5. Background: Brief context explaining why the resolution is needed

6. Resolutions: Clear statements of the decisions being made, numbered if multiple decisions

7. Declaration: Formal statement that the resolution was duly passed in accordance with the company's articles and applicable law

8. Signatures: Space for directors' signatures and dates