What is a Circular Resolution for the Appointment or Removal of Managing Directors?

A circular resolution is a way for shareholders to appoint or remove managing directors without needing to meet in person. Instead, the resolution is shared with all shareholders, who can sign off remotely. This method keeps things simple and legally clear, allowing you to manage the company’s leadership without delays. The resolution is circulated to shareholders, and once everyone has signed it, the decision is final. You might use a circular resolution when a director leaves or is removed due to performance issues, and you need to fill the position quickly.

To make a circular resolution for appointing or removing a managing director, you first draft the resolution, including the details of the decision. Then, shareholders review and sign it, either electronically or on paper. For the resolution to be valid, it must follow the company’s rules and local regulations.

Legal Framework for Appoint or Removal of Managing Director Resolutions

The rules for appointing or removing managing directors depend on your company’s articles of association and local law. Based on Germany’s GmbHG, a managing director must be a natural person with full legal capacity and cannot be under guardianship or prohibited from managing a business due to certain legal reasons (Section 6). Additionally, the appointment or removal of a managing director can be decided by shareholders, and the decision is typically formalized in a partnership agreement or through a shareholder resolution.

The appointment can be revoked at any time, unless the partnership agreement specifies otherwise, such as requiring significant cause for revocation (Section 38). The revocation must be registered with the Commercial Register, along with any changes in the managing director’s representation powers (Section 39).

Need a similar template for the appointment or removal of Board Members of an Inc?

Circular Resolution - Appointment or Dismissal of Executive Board Members

A circular resolution for appointing or removing board members allows you to make leadership changes without needing to gather everyone in a meeting. Instead, shareholders can vote remotely, which speeds up the process.

Using our circular resolution template for board member appointments or removals makes the whole process smoother and more compliant. The template includes everything you need to document the decision, from the nomination of a new board member to the removal of an existing one, with room for details like names, appointment periods, and voting options.

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And finally, Section 48 of the GmbHG lets you skip the hassle of a physical meeting. Instead, shareholders can vote on the decision remotely by agreeing in writing.

Circular Resolution Template for Appointment or Removal of Managing Directors

Need to draw up a resolution proposal quickly? Our template for circular resolution on appointing or removing managing directors makes it easy for you to handle the decision. It includes all the important points, including the names of the directors involved and the legal framework, so you can stay compliant and organized.

Why you should use fynk’s templates?

Your votes and electronic signatures are encrypted to prevent unauthorized changes, while real-time notifications keep everyone updated throughout the process. You can easily share the resolution with stakeholders, allowing them to review and access it from anywhere. This eliminates the need for physical meetings or endless email exchanges, saving you time. Plus, templates are designed to comply with GmbHG regulations, ensuring you’re always following the legal requirements.

Moreover, you’ll enjoy working with AI-powered digital contract management and benefit from a wide range of features that make handling your documents a breeze.

Can I Use Electronic Signatures for the Circular Resolution?

Yes, electronic signatures are usually fine, as long as they meet legal requirements. You can safely sign all your documents using qualified electronic signatures which are equal to handwritten signatures to avoid any signature forgery.

FAQs

Can a circular resolution be used for other decisions aside from appointing or removing managing directors?

Yes, you can use circular resolutions for other shareholder decisions, as long as your company’s articles allow it. Some of the resolutions that can also be concluded using circular resolutions are the dissolution of the company, financial statements approvals, the conclusion of a specific contract, and denial of information or inspection rights.

What happens if a shareholder doesn’t sign the resolution?

If a shareholder doesn’t sign, the resolution won’t be valid unless your articles say otherwise or the quorum requirement is met.

Do I need to explain why I’m appointing or removing a managing director in the resolution?

While not always required, it’s a good idea to include reasons to make the process more transparent and avoid confusion.