Circular Resolution for Appointment of Liquidators - Template

A circular resolution for the appointment of liquidators allows shareholders to decide who will manage the liquidation process of a company without the need for an in-person meeting. This method is ideal when swift decisions are required, and it complies with legal provisions such as § 48 GmbHG for passing resolutions remotely. The liquidators are responsible for overseeing the dissolution process, including the liquidation of assets and settling liabilities, ensuring everything is handled according to company law.

fynk’s circular resolution template for the appointment of liquidators simplifies the process by providing a clear and organized structure for passing the resolution. It includes all essential details like the names of appointed liquidators, their responsibilities, and the legal framework for their appointment.

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Circular Resolution - Appointment of Liquidators

other

Shareholders Resolution

on the Appointment of Liquidators

Company Name:
Company Address:
Date:

Preamble

This resolution is adopted as a circular resolution pursuant to and the applicable provisions of the Articles of Association of . The purpose of this resolution is to appoint liquidators following the decision to liquidate the company in accordance with , as the liquidation process requires the appointment of individuals to oversee and manage this process.

Resolution

The shareholders of , representing , hereby resolve as follows:

Appointment of Liquidators

The following individuals are appointed as liquidators of with effect from :

Name:

Address:

Role: Liquidator

(Additional appointees may be added, if required.)

Scope of Responsibilities

The liquidators shall assume all duties and responsibilities required under the provisions of the Ltd., including but not limited to:

Conducting the liquidation process,

Preparing the opening balance sheet,

Settling outstanding liabilities, and

Distributing any remaining assets.

Compliance with the Articles of Association

This resolution is adopted in accordance with the provisions of the Articles of Association, which permit the shareholders to appoint liquidators who are not part of the management.

Authorization

The liquidators are authorized to take all necessary actions to ensure compliance with legal requirements and to effectively conclude the liquidation process.

Voting and Signing

This resolution is adopted as a circular resolution. Shareholders are requested to indicate their approval or rejection of the resolution by marking the appropriate voting block and signing this document.

Deadline for Voting

The completed resolution must be submitted no later than to .

Responsible Party

The implementation and oversight of this resolution shall be the responsibility of .

Please mark your choice by selecting one of the following options and signing accordingly:

Yes – I approve the above resolution.

No – I reject the above resolution.

VoteShareholder 1Shareholder 2Shareholder 3

Pending

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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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Background Information

Circular Resolution for Appointment of Liquidators explained in simple terms

Learn everything there is about Circular Resolution for Appointment of Liquidators. What they are, when to use them for and what they should contain.

What is a Circular Resolution on the Appointment of Liquidators?

After a resolution on dissolving a company, another resolution is needed for the appointment of liquidators made by a company’s board or shareholders to select individuals who will oversee the liquidation process. In the event of a company’s closure, liquidators are responsible for managing the winding-up of the company’s affairs, selling assets, settling debts, and distributing any remaining assets to shareholders.

Liquidators must also handle the legal and financial complexities that arise during liquidation, including ensuring compliance with all applicable laws and regulations. In short, liquidators are tasked with bringing the company to an orderly closure while protecting the interests of creditors and shareholders.

Advantages of a Circular Resolution for the Appointment of Liquidators

A circular resolution for the appointment of liquidators has several advantages. First, it allows the decision to be made quickly without the need for a full board meeting, which can be particularly useful in urgent liquidation cases. It also simplifies the process, as shareholders or board members can approve the decision remotely, making it easier to act fast. Moreover, it provides clear documentation of the decision, ensuring that everyone involved is on the same page and that the resolution is legally binding.

Legal Framework for Liquidator Resolutions

The legal framework governing liquidator resolutions varies by jurisdiction, but it generally requires the approval of the company’s board or shareholders. For example, under § 70 of GmbHG (Germany), the appointment of a liquidator must be made in accordance with the company’s articles of association and relevant laws. Similarly, other countries have their own regulations that govern the proper appointment process. Ensuring that the resolution follows these legal frameworks is crucial for the validity of the liquidation and avoiding potential legal challenges.

Legal Framework for Circular Resolution for Liquidator Resolutions

When appointing liquidators via circular resolution, you’re guided by several key laws in Germany, notably § 48 GmbHG, which allows shareholder resolutions to be passed without a meeting if all shareholders agree in writing. For the liquidation process, § 66 GmbHG states that managing directors usually handle liquidation unless shareholders appoint liquidators through a resolution. If at least one-tenth of the share capital requests it, shareholders can ask the court to appoint liquidators for important reasons.

Circular Resolution Template for the Appointment of Liquidators

Our circular resolution template for the appointment of liquidators is a great way to simplify the process of selecting liquidators for your company. It’s quick and clear and lets you stay on track with all legal requirements.

Saves time: Get approvals fast without needing a meeting.
Keeps you compliant: The template follows all the legal steps, so you’re covered.
Makes voting easy: Shareholders can safely vote and sign electronically.
Real-time updates: Get notified whenever someone casts a vote and signs the resolution.

FAQs

Why do I need a resolution to appoint liquidators?: A resolution ensures that the appointment is formal and legally recognized. It provides a clear record of the decision, protecting both the company and stakeholders during the liquidation process.
Can the board appoint liquidators without shareholder approval?: Depending on your company’s articles of association, the board may have the authority to appoint liquidators. In some cases, shareholder approval is required.
Can a circular resolution be used for other decisions besides appointing liquidators?: Yes, circular resolutions can be used for various other decisions that need shareholder approval. These include decisions related to mergers, acquisitions, changes in the company’s structure, or even changes to the company's articles of association.

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