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Company Resolution

Company Resolution Template for Austria

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Key Requirements PROMPT example:

Company Resolution

"I need a Company Resolution for an Austrian GmbH to document the appointment of two new managing directors and the resignation of one existing director, with all changes to take effect from March 15, 2025."

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Document background
A Company Resolution is a crucial corporate governance document used to formally record decisions made by a company's authorized bodies under Austrian law. It is required whenever significant corporate decisions need to be documented, such as changes in company structure, appointment of officers, financial approvals, or other material business decisions. The document must comply with Austrian corporate law, particularly the GmbHG for limited liability companies or AktG for stock corporations, and may require notarization for certain types of decisions. Company Resolutions serve as official evidence of corporate decision-making and are essential for legal compliance, audit trails, and corporate governance purposes. They may be requested by regulatory authorities, banks, auditors, or other stakeholders as proof of properly authorized corporate actions.
Suggested Sections

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

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

3. Meeting Details: Type of meeting (e.g., shareholders' meeting, board meeting), method of convocation, confirmation of proper notice

4. Attendance and Quorum: List of present shareholders/board members, confirmation of quorum requirements being met

5. Agenda: List of matters to be decided upon

6. Resolutions: Clear statement of each resolution passed, including voting results

7. Certification: Signatures of required parties (chairman, secretary, etc.) and any necessary authentication

Optional Sections

1. Recitals: Background information explaining the context and reasons for the resolutions - used when complex decisions need contextual explanation

2. Deliberations: Summary of discussions leading to the resolution - used when recording the decision-making process is important

3. Dissenting Opinions: Record of any formal objections or dissenting votes - used when there is not unanimous agreement

4. Implementation Instructions: Specific directions for carrying out the resolutions - used when immediate action is required

5. Legal References: Citations of relevant laws or articles of association - used when dealing with statutory requirements or complex legal matters

Suggested Schedules

1. Attendance Register: Detailed list of all attendees with their shareholding/position information

2. Power of Attorney Documents: Copies of proxy forms or authorization documents for represented parties

3. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., financial statements, valuations)

4. Notice of Meeting: Copy of the meeting notice and proof of proper notification

5. Relevant Certificates: Any certificates or official documents required to support the resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Energy

Transportation

Construction

Telecommunications

Education

Hospitality

Agriculture

Mining

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Risk Management

Finance

Administration

Relevant Roles

CEO

Managing Director

Board Member

Company Secretary

Corporate Counsel

Legal Director

Compliance Officer

Corporate Governance Officer

Chief Legal Officer

Board Secretary

Chief Financial Officer

Risk Manager

Company Director

General Counsel

Legal Administrator

Industries
GmbHG (Limited Liability Companies Act): Primary legislation governing GmbH (limited liability companies) in Austria, including provisions for company resolutions, shareholder meetings, and decision-making processes
AktG (Stock Corporation Act): Legislation governing AG (stock corporations) in Austria, including requirements for corporate resolutions, board meetings, and shareholder decisions
UGB (Austrian Commercial Code): Contains general provisions about commercial documentation, corporate governance, and business operations in Austria
ABGB (Austrian Civil Code): Provides general principles for contract interpretation and legal declarations that may apply to company resolutions
NO (Austrian Notarial Code): Governs formal requirements for authentication and notarization of certain types of company resolutions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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