Template shareholder resolution (German/English)

Here you can find a template for shareholder meeting resolutions of a GmbH or UG.

The template covers the appointment of a managing director and the resolution on the managing director service agreement. There are two issues to consider for the appointment: the power to represent and the self-dealing according to § 181 BGB (German Civil Code). Either the managing director can represent the company solely or only jointly with other managing directors. This means he can sign contracts on behalf of the company and issue declarations, e.g. terminations, by himself or only with others. § 181 BGB prohibits on the one hand contracts between the company and himself or herself, on the other hand between the company and a third party that he or she represents as well, be it via power of attorney or as a legal representative, too.

Please note that additionally to the shareholder resolution must still be signed. Either all shareholders, including the shareholder-managing director himself or herself, or a shareholder that is appointed by the shareholder meeting, ideally the one with the most shares.

If you need assistance with drafting the concrete resolutions or with convening the shareholders’ meeting, send us an email to hi@streiff.law