Shareholder Resolution (Circular)

of the Shareholders of Company (Name)

Subject: Disposal of Assets

Company Name: Company (Name)
Company Address: Company (Address (one line))
Date: Date of shareholder 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 disposal of assets.

Preamble

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

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

Resolution on the Disposal of Assets

The shareholders of Company (Name) hereby unanimously resolve:

Disposal of Assets

The company shall dispose of the following assets:

Description of Assets: Description of assets for disposal

Sale Price: Sale price

Buyer: Buyer name and address

Special Conditions: Special conditions of disposal

Terms of the Agreement

The terms of disposal are based on the sales agreement dated Date of sales agreement, entered into between the company and the buyer. The key terms of the agreement have been provided to the shareholders for prior review and approval. These include payment terms, delivery arrangements, and any applicable warranty obligations.

Authorization of the Managing Director

The managing director, Name of managing director, is hereby authorized to take all necessary actions to finalize the disposal, including signing the sales agreement and all related documents. The managing director is also authorized to obtain any necessary governmental registrations or approvals.

Form and Execution of the Circular Resolution

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

Deadline for Approval and Validity of the Resolution

This circular resolution is valid only if signed by the shareholders within Deadline in days for approval of receiving the draft resolution. The signed resolution must be submitted to the management, with a copy sent to the other shareholders. If a shareholder fails to sign and return the resolution within the specified timeframe, the resolution will be deemed not adopted.

Confirmation and Signatures

The undersigned shareholders hereby confirm their approval of the above resolution on the disposal of assets:

VoteShareholder 1Shareholder 2Shareholder 3

Pending

Circular resolution for disposal of assets explained in simple terms

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

What is a circular resolution for the sale of assets?

A circular resolution for the sale of assets is a formal decision-making method that allows shareholders to approve the sale of company assets without the need for an in-person meeting. Instead, the resolution is shared with all shareholders, who can review the terms, sign, and approve it remotely. For example, if your company is looking to sell a commercial property or a valuable patent, the circular resolution ensures that all shareholders can participate in the decision from anywhere, without the logistical challenges of coordinating a physical meeting. This approach keeps things moving forward quickly while making sure all stakeholders are properly informed and involved in the process.

Benefits of using a circular resolution for the sale of assets

A circular resolution can speed up decision-making, especially when you’re facing tight deadlines or need shareholder approval for an asset sale. Instead of waiting for a meeting, you can circulate the resolution and collect votes remotely, saving time and allowing you to move quickly on important transactions. The flexibility to make decisions without being tied to a specific location also keeps things moving smoothly, even if your team is spread out geographically.

Legal framework for the sale of assets via circular resolution

To ensure the sale of assets through a circular resolution is legally valid, it’s important to follow the rules set out in your company’s articles of associationand the relevant legal provisions. For example, in Germany, § 48 GmbHG allows shareholders to pass resolutions without a formal meeting, as long as everyone agrees in writing.

Template for circular resolution - sale of assets

Using fynk’s template for a circular resolution to approve the sale of assets is a simple and effective way to manage these decisions. The process is easy: fill out the details of the sale, share the template with your shareholders, collect their votes and signatures, and receive real-time notifications when the resolution is approved. fynk ensures that you have everything in place, from asset details to sale conditions, and it keeps you on track with legal requirements. Plus, the template is fully customizable, allowing you to tailor it to your specific needs.

FAQs

Can a circular resolution be used to approve any type of asset sale?: Yes, as long as your company’s articles of association allow it, circular resolutions can be used for various types of asset sales, including property, intellectual property, or company equipment.
Can a circular resolution be used for asset sales in any company structure?: Circular resolutions are generally applicable for companies like GmbH, but it’s important to check your company’s articles of association to ensure that they allow for decisions like asset sales to be made via circular resolution.