The Shareholder Resolution Appointing Directors is a crucial corporate governance document used in German companies when shareholders need to formally appoint new directors to either the management board (Vorstand for AG, Gesch盲ftsf眉hrer for GmbH) or supervisory board (Aufsichtsrat). This document is required under German corporate law whenever there are changes to the company's leadership structure, whether due to term expiration, resignation, expansion of the board, or other corporate governance needs. The resolution must comply with specific requirements under German law, particularly the Stock Corporation Act (Aktiengesetz) or Limited Liability Companies Act (GmbH-Gesetz), and must include sufficient detail about the appointment to satisfy commercial register requirements. The document is essential for maintaining proper corporate governance records and ensuring the legal validity of director appointments.
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1. Title and Date: Formal title of the resolution and date of the shareholder meeting/written resolution
2. Company Details: Full legal name of the company, registration number, and registered office
3. Meeting Information: Whether it's a shareholder meeting or written resolution, confirmation of proper notice/waiver of notice, and quorum requirements being met
4. Attendance Record: List of shareholders present/participating and their respective shareholdings, confirming sufficient voting power
5. Recitals: Background information explaining the reason for the appointment(s) and any relevant vacancy/expansion of the board
6. Resolution Text: Formal resolution language appointing the director(s), specifying their role (e.g., managing director, supervisory board member), start date, and term of office
7. Confirmation of Acceptance: Statement confirming the appointee's acceptance of the position
8. Certification: Formal certification of the resolution by the appropriate officer or notary
9. Signature Block: Space for required signatures according to company's articles
1. Special Authorities: Used when granting specific powers or limitations to the appointed director(s)
2. Compensation Terms: Include when the resolution also sets or modifies the director's compensation
3. Compliance Statements: Required for regulated industries or when appointing directors to specific roles (e.g., bank supervisory board members)
4. Previous Director Discharge: Include when simultaneously discharging previous directors from their duties
5. Co-Determination Acknowledgment: Required when appointment involves employee representation requirements
1. Director Information Sheet: Biographical information, qualifications, and experience of the appointed director(s)
2. Declaration of Acceptance: Signed declaration from the appointee accepting the position and confirming eligibility
3. Conflict of Interest Declaration: Statement from the appointee regarding any potential conflicts of interest
4. Commercial Register Forms: Required forms for updating the commercial register (Handelsregister)
5. Specimen Signature: Notarized specimen signature of the newly appointed director(s)
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