Learn everything there is about circular resolution for annual financial statements. What they are, when to use them for and what they should contain.
What is a Circular Resolution for Annual Financial Statements?
In corporate settings, a circular resolution for annual financial statements is a method of decision-making that let stakeholders approve year-end matters without attending a formal annual general meeting.
For example, at the end of the financial year, the managing directors or board members need to approve the financial statements. Some of the financial matters that they can approve are:
- Balance Sheet: A snapshot of the company’s financial position at the end of the year.
- Income Statement (Profit and Loss Statement): Shows the company’s performance over the year, including revenues, expenses, and profits.
- Cash Flow Statement: Details the inflows and outflows of cash, providing insight into the company’s liquidity.
Advantages of Circular Resolutions for Annual Financial Statements
The circular resolution method has several advantages over traditional, in-person decision-making processes.
Firstly, arranging a formal meeting—especially at the end of the year—can be challenging. The good thing about circular resolution is that it’s carried out completely remotely and still has the same effect as a formal meeting. This means reaching a decision quickly, without wasting resources.
Secondly, financial annual circular resolutions are simple, usually one-page documents with clear statements about the financial statements. No matter where each member is in the world, they can easily read through, vote, and then sign it off electronically from any device. So, it helps you save time and also offers convenience for all board members.
Finally, circular resolutions are recognized and accepted by the law. So, every resolution passed by this method has the same value as the regional board resolutions.
🧠 Did you know: Shareholders must approve the annual financial statements and profit allocation no later than eight months after the financial year ends (or eleven months for small companies), as outlined by the company’s partnership agreement.
Legal Framework for Circular Resolutions in GmbHG
Under § 48 of GmbHG (Germany) and § 34 GmbHG (Austria), shareholder resolutions are generally required to be passed at meetings. However, these laws permit resolutions to be passed without holding a formal meeting if all shareholders unanimously agree to use the circular resolution method in writing.
💡 Good to know: Managing directors must submit the annual financial statements and management reports to shareholders promptly after approval to facilitate informed decision-making.
How Does a Circular Resolution for Annual Financial Statements Work?
- Preparation: The managing directors prepare the financial statements, management reports, and, if necessary, the auditor’s report.
- Drafting: A circular resolution proposal is drafted, summarizing the key financial decisions that need approval. This document is concise but comprehensive.
- Distribution: The proposal is sent electronically to all board members, who can review, vote, and sign the resolution securely from any device.
- Approval: Once all votes and electronic signatures are collected, the resolution is finalized and recorded as legally binding.
Template for Circular Resolution for Annual Financial Statement
Need to draft a circular resolution quickly? Our template simplifies the process. It is concise, user-friendly, and easy to customize for your company’s specific needs.
Key Features:
- Covers Essential Financial Statements: Ensures compliance with legal and governance standards.
- Streamlined Voting Process: Board members can cast their votes online with a single click.
- Secure Signing Options: Request qualified electronic signatures for enhanced security.
Using fynk templates, you can send the resolution via email, track progress, and receive notifications as members review, vote, and sign. Give it a free try to see all the features in action!
FAQs
- Can a circular resolution be used for decisions other than financial matters?
- Yes, while this text focuses on annual financial statements, circular resolutions can be applied to other corporate decisions like decisions on annual surplus, the appointment of liquidators, or even in case of unusual contracts as long as all members agree and it complies with legal requirements.
- What happens if one board member does not approve or sign the circular resolution?
- If unanimity is required and a member does not approve or sign, the resolution cannot be legally passed. In such cases, a formal meeting may be necessary to address the issue.
- Are electronic signatures legally valid for circular resolutions?
- Yes, electronic signatures are legally valid for circular resolutions, provided they meet the requirements for authenticity and security as outlined by applicable laws. The best type of electronic signature to use in circular resolutions is QES.
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