The Resignation Of Director Board Resolution is a crucial corporate governance document used when a director steps down from their position on a company's board. Under German law, particularly the Aktiengesetz (Stock Corporation Act), such resignations must be properly documented and filed with the Commercial Register (Handelsregister). This document serves multiple purposes: it formally accepts the director's resignation, sets the effective date, outlines any transitional arrangements, and authorizes necessary corporate actions. It's particularly important in the German corporate governance framework, which often involves a two-tier board system and requires strict compliance with corporate law requirements for management changes.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name of the company, registration number, and registered office address
3. Meeting Details: Information about the board meeting including time, place, and form (whether in person or virtual)
4. Attendance: List of board members present and confirmation of quorum
5. Background: Brief statement regarding the director's submission of resignation and reference to any relevant correspondence
6. Resolution Text: Formal acceptance of the resignation, effective date, and acknowledgment of the departing director's service
7. Follow-up Actions: Required actions including commercial register updates and notifications
8. Certification: Confirmation of the resolution's validity, typically signed by the board chairman or company secretary
1. Handover Provisions: Required when there are specific responsibilities or projects that need to be transferred
2. Continuing Obligations: Include when there are post-resignation obligations such as confidentiality or non-compete agreements to be referenced
3. Replacement Director: Include when a new director is being appointed in the same resolution
4. Supervisory Board Notification: Required for companies with a two-tier board system
5. Power of Attorney: Optional section authorizing specific individuals to handle commercial register notifications
1. Resignation Letter: Copy of the formal resignation letter from the departing director
2. Commercial Register Forms: Required forms for updating the commercial register (Handelsregister)
3. Board Meeting Minutes Extract: Extract of the minutes covering the resignation discussion and decision
4. Director's Release Declaration: If applicable, mutual release of claims between company and departing director
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