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Resolution To Appoint A Director

Resolution To Appoint A Director Template for Austria

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Key Requirements PROMPT example:

Resolution To Appoint A Director

"I need a Resolution to Appoint a Director for an Austrian GmbH, appointing Dr. Maria Weber as a new additional director with joint signing authority, effective March 1, 2025."

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Document background
A Resolution To Appoint A Director is a crucial corporate governance document used when a company needs to formally appoint a new director to its board. Under Austrian law, this document must comply with specific requirements set out in either the Aktiengesetz (for stock corporations) or GmbH-Gesetz (for limited liability companies). The resolution serves multiple purposes: it records the formal decision to appoint the director, provides necessary information for the commercial register (Firmenbuch), and establishes the official start date and terms of the appointment. This document is typically required when there's a vacancy on the board, when expanding the board size, or when replacing an existing director. It must include specific details about the appointee, confirmation of their eligibility under Austrian law, and any special conditions attached to their appointment.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the meeting/resolution

2. Company Details: Full legal name of the company, registration number, and registered office address

3. Legal Basis: Reference to relevant articles of association and applicable laws authorizing the appointment

4. Meeting Details: Type of meeting (board/shareholder), confirmation of quorum and proper notice (if applicable)

5. Resolution Text: The formal appointment resolution, including the director's full name and details

6. Effective Date: Specification of when the appointment takes effect

7. Director's Information: Full details of the appointed director including name, date of birth, and residential address

8. Certification: Statement certifying the resolution's validity and signature block

Optional Sections

1. Recitals: Background information explaining the reason for the appointment, used when additional context is needed

2. Terms of Appointment: Specific terms such as duration of appointment, if not standard/indefinite

3. Resignations: Required when the appointment is in replacement of a resigning director

4. Special Responsibilities: Used when the director is being appointed with specific roles or responsibilities

5. Compliance Statements: Declarations regarding director's eligibility and compliance with Austrian law requirements, used for enhanced documentation

Suggested Schedules

1. Director's Consent to Act: Written confirmation from the appointed director accepting the position

2. Director's Identification Documents: Copies of ID documents required for commercial register filing

3. Director's Declaration of Eligibility: Formal declaration confirming the director meets all legal requirements

4. Register of Directors Update Form: Form required for updating the commercial register (Firmenbuch)

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

Retail

Healthcare

Energy

Real Estate

Professional Services

Transportation

Construction

Telecommunications

Agriculture

Mining

Entertainment

Education

All Corporate Sectors

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Corporate Secretariat

Compliance

Corporate Affairs

Administrative

Risk Management

Human Resources

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Secretary

Corporate Governance Officer

Legal Counsel

Compliance Officer

General Counsel

Corporate Secretary

Board Chairman

Executive Director

Non-Executive Director

Head of Legal

Corporate Affairs Manager

Governance Manager

Industries
Austrian Stock Corporation Act (Aktiengesetz): Primary legislation governing stock corporations in Austria, including provisions for appointment of directors, their duties, and qualifications
Austrian Limited Liability Companies Act (GmbH-Gesetz): Key legislation for GmbH companies, containing requirements for director appointments and management structures
Austrian Commercial Code (Unternehmensgesetzbuch - UGB): Contains general provisions about commercial registry requirements and corporate representation
Austrian Trade Regulation Act (Gewerbeordnung): Specifies requirements for managing directors regarding trade licenses and business qualifications
Austrian Corporate Governance Code: Provides guidelines for good corporate governance, including director appointment procedures and qualifications
Austrian Commercial Register Act (Firmenbuchgesetz): Governs the registration requirements for director appointments in the commercial register
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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