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Templates Circular resolution for acquisition of assets - template
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Circular resolution for acquisition of assets - template

Shareholders Resolution

Acquisition of Assets

Date: Date of the shareholders resolution

This circular resolution is legally binding under the relevant provisions of the Applicable law for shareholder resolution and the Articles of Association of Company (Name). The consent of each shareholder is required to execute the acquisition of assets.

Preamble

In accordance with the provisions of the Articles of Association of Company (Name) and Applicable law for shareholder resolution, this circular resolution is adopted electronically and by circulation procedure to decide on the acquisition of assets.

This resolution is based on the relevant negotiations and the underlying documents, including Reference documents for acquisition.

Resolution on the Acquisition of Assets

The shareholders of Company (Name) unanimously resolve as follows:

Acquisition of Assets

The company shall acquire the following assets:

Description of Assets: Description of assets to be acquired

Purchase Price: Purchase price

Seller: Seller name and address

Special Conditions: Special conditions

Terms of the Agreement

The terms of acquisition are based on the purchase agreement dated

Purchase agreement date, entered into between Company (Name) and the seller. The key terms of the agreement have been made available to the shareholders for review and approval, including conditions for payment and transfer of the assets, as well as all relevant disclaimers and warranties.

Authorization of the Managing Director

The managing director, Managing director name of Company (Name), is hereby authorized to take all necessary actions to finalize the acquisition, including signing the purchase agreement and all related documents. The managing director is also authorized to obtain all necessary governmental registrations or approvals.

Form and Execution of the Circular Resolution

This circular resolution is adopted electronically pursuant to Applicable law for shareholder resolution and complies with the provisions of the Articles of Association of Company (Name), which allow resolutions to be adopted by circular procedure. Each shareholder may vote and sign this resolution electronically via the fynk platform. Shareholders have the option to vote "Yes," "No," or "Abstain."

Deadline for Approval

This circular resolution is only valid if signed by the shareholders and submitted to the management within Voting deadline for shareholder resolution of receipt of the draft resolution. A copy must also be sent to the other shareholders. If a shareholder fails to sign and submit the resolution within this timeframe, the resolution will be deemed not adopted.

Confirmation and Signatures

The undersigned shareholders hereby confirm their approval of the above resolution regarding the acquisition of assets:

VoteShareholder 1Shareholder 2Shareholder 3

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Disclaimer: The original creator, the author of this template, and fynk GmbH are not responsible for any damages or liabilities that may result from using this template. This template should not be considered a substitute for legal advice, and consulting with a legal professional is recommended before use. fynk GmbH, the original creator, and the author do not provide legal advice and will not be held accountable for any legal consequences arising from its use.

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Circular resolution for asset acquisition explained in simple terms

Learn everything there is about circular resolution for asset acquisition. What they are, when to use them for and what they should contain.

What is a circular resolution for the acquisition of assets?

A circular resolution for the acquisition of assets is a formal decision-making method that allows shareholders to approve the purchase of company assets without needing an in-person meeting. The resolution is shared with all shareholders, who can review, sign, and approve it remotely. For instance, if your company is planning to acquire a piece of commercial property or a key patent, the circular resolution allows all shareholders to participate in the decision, no matter where they are. This approach keeps the process moving quickly, ensuring that stakeholders are well informed and involved without the need for complex logistics.

Benefits of using a circular resolution for the acquisition of assets

One of the major advantages of a circular resolution is its ability to speed up decision-making, especially when dealing with tight timelines or the need for shareholder approval. Rather than waiting for a scheduled meeting, you can circulate the resolution and collect votes remotely. This saves valuable time and allows you to act swiftly when the purchase of an asset is critical. Additionally, the flexibility of remote participation means you can keep things moving even if your team or shareholders are geographically dispersed.

To ensure the acquisition of assets through a circular resolution is legally valid, it’s crucial to comply with your company’s articles of association and relevant legal provisions. For example, in Germany, § 48 GmbHG allows shareholders to pass resolutions without holding a formal meeting, as long as everyone agrees in writing.

Template for circular resolution - acquisition of assets

Using fynk’s circular resolution template for acquiring assets makes the process simple and efficient. To use it, just fill in the asset details, share the template with your shareholders, collect their votes and signatures, and receive real-time notifications when the resolution is approved. The template ensures that all legal requirements are met and includes everything from asset specifics to purchase conditions. Additionally, it’s fully customizable to meet the unique needs of your company and the assets you’re acquiring.

Frequently asked questions (FAQs)

Can a circular resolution be used to approve any type of asset acquisition?
Yes, as long as your company’s articles of association permit it, circular resolutions can be used for various types of asset acquisitions, including real estate, intellectual property, or company assets.
Can a circular resolution be used for asset acquisitions in any company structure?
Circular resolutions are most commonly used in companies like GmbH, but it's important to verify with your company’s articles of association to confirm that this decision-making method is allowed for acquisitions.
How can I make sure the asset acquisition is legally compliant when using a circular resolution?
To ensure compliance, make sure the circular resolution aligns with your company’s articles of association and local laws, like § 48 GmbHG in Germany. Consulting with a legal expert can also help ensure the resolution is valid.
What happens if shareholders disagree with the resolution?
If shareholders disagree, the resolution cannot be passed. The required quorum or voting threshold must be met for the resolution to be valid. It's important to check the company's articles of association for specific requirements.
Can the terms of the asset acquisition be modified after the circular resolution has been passed?
Once the circular resolution is passed, the terms are generally final. If modifications are necessary, a new resolution must be circulated to shareholders for approval.

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