The Removal Of Director Resolution is a crucial corporate governance document used when a company needs to formally remove a director from their position. Under Austrian law, particularly the Stock Corporation Act (Aktiengesetz) or Limited Liability Companies Act (GmbH-Gesetz), specific procedures and documentation requirements must be followed to effectuate a director's removal. This document is typically prepared following a shareholders' or board meeting where the removal decision was made, and it must contain specific information including the grounds for removal (if required), voting details, and effective date. The resolution serves multiple purposes: it formally documents the decision, provides necessary information for updating the commercial register (Firmenbuch), and establishes a clear record for corporate governance purposes. It's particularly important in situations involving contested removals or when regulatory compliance needs to be demonstrated.
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1. Title and Company Details: Full legal name of the company, company registration number, registered office address
2. Meeting Details: Date, time, location of the shareholders/board meeting, and type of meeting (e.g., extraordinary general meeting)
3. Attendance and Quorum: List of attendees, confirmation of quorum, and voting rights present
4. Background: Brief context explaining the reason for the resolution
5. Primary Resolution: Formal statement of the resolution to remove the director, including director's full name and position
6. Effective Date: Specified date when the removal takes effect
7. Authorization: Authorization for filing the resolution with relevant authorities and updating company records
8. Signatures: Space for required signatures of authorized persons (chairman, company secretary, etc.)
1. Voting Results: Detailed breakdown of votes cast, used when the resolution is contested or when required by company bylaws
2. Handover Provisions: Specific requirements for the handover of company property, documents, and responsibilities, included when there are significant handover concerns
3. Interim Management: Provisions for temporary management arrangements, included when immediate replacement is not available
4. Confidentiality Obligations: Reminder of ongoing confidentiality obligations, included when dealing with sensitive information or potential conflicts
5. Compensation and Benefits: Details of any final payments or benefits, included when there are outstanding financial matters to address
1. Notice of Meeting: Copy of the notice sent to shareholders/board members calling the meeting
2. Attendance Register: Detailed list of attendees with their shareholding/voting rights
3. Proxy Forms: Copies of any proxy forms submitted for the meeting
4. Director's Service Agreement: Reference copy of the director's service agreement for termination purposes
5. Company Registry Forms: Required forms for updating the commercial register (Firmenbuch)
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