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Generates a board resolution template. Whether invitation, majorities and form are right depends on your bylaws and the law. This replaces no legal advice. Not legally binding.
ProLegal Documents

Board Resolution Generator

A shareholder resolution is more than a slip of minutes: articles amendment, capital increase, appointment of a managing director, profit distribution - each needs the right form, the right majority and clean documentation. The board resolution generator builds you formal resolution minutes for GmbH, AG, GbR, association and more, with majority calculation and the relevant statutes from German corporate law.

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What Board Resolution Generator does

Resolutions are the operating system of a company. Whether GmbH, stock corporation, partnership or registered association: important decisions must be made and documented by a formal resolution of the responsible bodies. A faulty or missing set of minutes can make a resolution contestable or void, and that often only surfaces when it gets expensive, such as at the notary, the register court or in a dispute among the shareholders.

The generator covers the common legal forms and knows the typical resolution types. For the GmbH these include the appointment and dismissal of managing directors, articles amendments, capital increases, adoption of the annual financial statements and profit distribution, granting of procuration or dissolution. For associations the general assembly with its resolutions, for the stock corporation the board and general-meeting resolutions. Each type comes with the matching wording.

A common stumbling block is the majority. Not every resolution needs the same majority: an articles amendment at a GmbH generally requires a three-quarters majority, a simple business decision passes with a simple majority. The generator manages the shareholders with their shares, calculates the present and the approving votes and shows you whether the required majority is reached, so the minutes add up.

The circular resolution is covered too. Not every decision needs an in-person meeting: if everyone agrees, a resolution can also be passed in a written circular procedure. The generator produces the matching form for this, including the necessary declarations of consent, so you can document an effective resolution even without a meeting.

Ready presets for the typical occasions give you a sensible starting point, and the relevant statutes from German corporate law are carried along, so the minutes refer to the correct legal bases. You fill in the specific details - date, place, attendees, agenda, resolution text - and the generator assembles a formal set of minutes from them.

Honesty is part of it: the generator produces formally correct minutes by the general rules, but especially for articles amendments, capital measures or transformations, the involvement of a notary or review by a specialist lawyer is often required or advisable. The generator gets you far with a clean draft, the cases requiring notarization or the delicate ones belong in professional hands.

Features

Many legal forms

GmbH, stock corporation, partnership, registered association and more, each with the matching bodies and resolution forms.

Typical resolution types

Managing-director appointment, articles amendment, capital increase, annual statement, profit distribution, procuration, dissolution and more.

Majority calculation

Manage shareholders with shares, calculate present and approving votes and check whether the required majority is reached.

Circular resolution

Document resolutions without an in-person meeting in a written circular procedure, including declarations of consent.

Statutes included

The relevant provisions from German corporate law are referenced in the minutes, so the legal basis is correct.

Presets and export

Ready presets for typical occasions as a starting point and export of the finished minutes for filing and signature.

How it works

  1. 1

    Pick legal form and resolution type

    Pick GmbH, stock corporation, partnership or association and the matching resolution type, such as articles amendment or profit distribution.

  2. 2

    Enter shareholders and shares

    Enter the participants with their shares. The generator calculates the votes and the majority reached.

  3. 3

    Resolution text and details

    Add date, place, agenda and the specific resolution text. Presets help you get started.

  4. 4

    Generate the minutes

    The formal resolution minutes are assembled and can be exported for filing and signature.

Who needs this

→GmbH managing directors documenting shareholder resolutions formally.
→Shareholders preparing an articles amendment or capital increase.
→Association boards recording general-assembly resolutions.
→Small companies wanting to pass a circular resolution without a meeting.
→Founders who need a clean draft before a notary appointment.

Frequently asked questions

What majority does a GmbH articles amendment need?

A GmbH articles amendment generally requires a majority of three quarters of the votes cast under German GmbH law and must be notarized. For ordinary business decisions a simple majority suffices. The generator calculates the majority reached based on the entered shares.

What is a circular resolution?

A circular resolution is passed without an in-person meeting in a written procedure. If the participants agree to this, they cast their vote in writing and the resolution is effective without everyone having to gather. The generator produces the matching form for this, including the necessary declarations of consent.

What legal forms is the generator suitable for?

For the common German legal forms like GmbH, stock corporation, partnership and the registered association. Each legal form comes with the matching bodies, resolution types and formal requirements, so the minutes fit the respective company form.

Do I need a notary for the resolution?

That depends on the resolution type. Many resolutions can be passed informally or with a simple set of minutes, others like articles amendments or certain capital measures require notarization. The generator provides the draft; whether notarization is required you should have checked for your specific case.

Do the minutes replace legal advice?

No. The generator produces formally correct minutes by the general rules. For articles amendments, capital measures, transformations or disputes among shareholders, the involvement of a notary or review by a specialist lawyer is often required or advisable.

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