The Resolution of Appointment is a crucial corporate governance document used in German business entities when formally appointing individuals to key positions within an organization. It serves as the official record of the appointment decision, whether made by shareholders, supervisory board, or other authorized corporate bodies. The document must comply with specific requirements under German corporate law, including the German Civil Code (BGB), Commercial Code (HGB), and relevant corporate governance regulations. A Resolution of Appointment typically includes details such as the appointee's information, position terms, voting results, and necessary signatures. It's particularly important for regulatory compliance, corporate record-keeping, and establishing the legitimate authority of appointed individuals. The document may require registration with the Commercial Register (Handelsregister) depending on the position involved.
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1. Header Details: Company name, registration details, and document reference number
2. Date and Location: Date and place of the resolution
3. Meeting Details: Type of meeting (e.g., shareholders' meeting, supervisory board meeting) and confirmation of proper convocation
4. Attending Parties: List of present shareholders/board members and their voting rights/positions
5. Quorum Confirmation: Confirmation that required quorum is present for valid decision-making
6. Resolution Content: Formal appointment decision including appointee's full name, position, and term of appointment
7. Terms and Conditions: Key terms of the appointment including duration, responsibilities, and any specific conditions
8. Voting Results: Record of votes cast (in favor, against, abstentions)
9. Signatures: Signatures of required parties (e.g., chairman, secretary, notary if required)
1. Remuneration: Details of compensation package - include when appointment includes remuneration terms
2. Power of Representation: Specific powers granted - include for managing directors or board members
3. Compliance Declaration: Confirmation of no conflicts or legal impediments - include for regulated positions
4. Previous Position Holder: Details of predecessor and transition - include when replacing existing position holder
5. Works Council Statement: Works council's position - include when works council consultation is required
6. Regulatory Approvals: Reference to required regulatory approvals - include for regulated industries
1. Appointee's Details: Personal and professional information of the appointee
2. Position Description: Detailed description of role and responsibilities
3. Required Qualifications: Documentation of required qualifications and certifications
4. Shareholder List: Current list of shareholders and their voting rights (if shareholders' resolution)
5. Power of Attorney: If any parties are represented by proxy
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