The Circular Resolution Of Shareholders is a critical corporate governance tool used in German business practice when decisions need to be made by shareholders outside of regular general meetings. This document type is particularly useful when immediate decisions are required or when organizing a physical meeting would be impractical. It's commonly used for time-sensitive matters such as approving major transactions, appointing directors, or making structural changes to the company. The document must comply with German corporate law, particularly the GmbHG for limited liability companies or AktG for stock corporations, and typically includes detailed information about the proposed resolutions, voting procedures, and required majorities. Electronic circulation and signature are increasingly common, subject to compliance with German electronic signature laws.
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1. Title and Date: Formal title of the document identifying it as a shareholders' resolution, including the company name and date
2. Company Details: Full legal name of the company, registration number, registered office address
3. Shareholder Information: List of all shareholders, their shareholding percentages, and voting rights
4. Notice and Quorum: Confirmation that proper notice requirements are waived (for circular resolution) and that the required quorum is met
5. Proposed Resolutions: Clear enumeration of each resolution to be voted upon, with specific details and implementation requirements
6. Voting Instructions: Clear instructions on how shareholders should indicate their vote (approve/reject/abstain) for each resolution
7. Legal Declarations: Statements confirming compliance with relevant laws and articles of association
8. Signature Blocks: Spaces for each shareholder to sign, date, and indicate their vote
1. Recitals: Background information explaining the context and reasons for the resolutions, used when complex decisions require explanation
2. Waiver of Formalities: Additional waivers of formal requirements, used when deviating from standard meeting procedures
3. Implementation Instructions: Specific instructions for management regarding implementation of the resolutions, used for complex operational changes
4. Deadline: Specific deadline for returning signed resolutions, used when time-sensitive decisions are required
5. Electronic Signature Provisions: Specific provisions allowing for electronic signatures, used when resolution will be circulated and signed digitally
1. Voting Results Summary: Table summarizing the votes received from each shareholder
2. Supporting Documents: Any relevant documents supporting the proposed resolutions (e.g., financial statements, valuations)
3. Power of Attorney: If any shareholders are represented by proxy, the relevant authorization documents
4. Previous Resolutions: Copies of previous resolutions being amended or referenced
5. Proof of Shareholding: Current shareholder list or share register excerpt confirming shareholding percentages
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