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A Board Resolution documents important decisions made by a company's board of directors during official meetings in Austria. It creates a formal record of key business choices - from appointing new executives to approving major contracts or changing company policies. Under Austrian corporate law (Aktiengesetz), these resolutions carry legal weight and bind the company to the decided course of action.

Board members vote on each resolution during properly convened meetings, following the rules set out in the company's articles of association. The resolution must be signed by the board chairman (Vorstandsvorsitzender) and recorded in the meeting minutes. Banks, government agencies, and business partners often request board resolutions as proof that company actions have proper authorization.

Your company needs a Board Resolution when making significant business decisions that require formal documentation under Austrian law. Common situations include opening new bank accounts, authorizing major purchases, appointing senior executives, changing signatories, or approving financial statements. Austrian corporations (Aktiengesellschaften) particularly need these for decisions affecting share capital or structural changes.

Many financial institutions and government agencies in Austria require an official Board Resolution before processing important transactions or applications. Having clear resolutions ready helps speed up business operations and prevents delays when dealing with third parties. They also protect board members by clearly documenting their decision-making process and compliance with corporate governance requirements.

• Corporate Resolution To Open Bank Account: Required by Austrian banks when establishing new accounts, specifying authorized persons and account parameters
• Authorized Signatory Board Resolution: Designates who can sign legal documents and financial instruments on behalf of the company
• Ordinary Resolution To Appoint A Director: Standard format for adding new board members under Austrian corporate law
• Corporate Resolution Form: General-purpose template adaptable for routine business decisions
• Resolution To Appoint A Director: Detailed version for complex director appointments requiring specific terms or conditions

• Board of Directors (Vorstand): Initiates, discusses, and votes on Board Resolutions during official meetings, carrying primary responsibility for the decisions made
• Company Secretary (Schriftführer): Prepares resolution drafts, maintains official records, and ensures proper documentation
• Legal Counsel: Reviews resolutions for compliance with Austrian corporate law and helps structure complex decisions
• Executive Management: Implements the decisions outlined in the resolutions and reports back to the board
• External Stakeholders: Banks, regulatory bodies, and business partners who rely on resolutions as proof of corporate authority
• Shareholders: May need to approve certain resolutions in accordance with Austrian company statutes

• Company Details: Gather current registration number, registered office address, and board member information
• Meeting Specifics: Confirm date, time, location, and quorum requirements from company statutes
• Decision Context: Document the exact proposal, background information, and intended outcome
• Legal Requirements: Check Austrian corporate law provisions relevant to your specific resolution type
• Supporting Documents: Collect any financial statements, contracts, or reports referenced in the resolution
• Signature Authority: Identify required signatories according to your articles of association
• Digital Platform: Use our template generator to ensure all mandatory elements are included correctly

• Title and Date: Full company name, registration number, and meeting date in Austrian format
• Meeting Details: Location, time, and confirmation of proper notice given to all board members
• Quorum Statement: Confirmation that required attendance numbers were met per company statutes
• Resolution Text: Clear description of the decision made, using precise and unambiguous language
• Voting Results: Record of votes cast, including any abstentions or opposing votes
• Authority Reference: Citation of relevant sections from articles of association or Austrian law
• Signature Block: Space for Chairman (Vorstandsvorsitzender) and Secretary signatures with dates
• Company Seal: Official stamp placement area when required by company statutes

Board Resolutions are often confused with Board Minutes in Austrian corporate governance. While both documents relate to board meetings, they serve distinct purposes and have different legal implications.

• Documentation Scope: Board Minutes record everything that happened during a meeting, including discussions and debates. Board Resolutions focus solely on the final decisions made
• Legal Authority: Resolutions are standalone legal instruments that can be presented to banks or authorities as proof of decisions. Minutes serve as internal records and context
• Format Requirements: Resolutions must follow strict formatting under Austrian corporate law for external validity. Minutes can be more flexible in their structure
• Timing: Resolutions can be drafted and executed immediately when needed. Minutes typically follow after the meeting's conclusion
• Usage Context: Banks and official bodies specifically request Board Resolutions, not Minutes, when verifying corporate authority for transactions