Umlaufbeschluss

Umlaufbeschluss is a term used in German corporate law, particularly within the context of stock corporations (Aktiengesellschaft or AG). It refers to a resolution passed by the supervisory board (Aufsichtsrat) without a formal meeting. Instead, the resolution is adopted through a written procedure, where all members of the supervisory board are provided with the proposed resolution and have the opportunity to vote on it in writing. This method is typically employed for urgent matters or when a physical meeting is impractical.

The validity of an Umlaufbeschluss is subject to specific legal requirements. Generally, all members of the supervisory board must agree to the written procedure. If even one member objects to the resolution being passed without a meeting, a formal board meeting must be convened. The written votes must be clearly documented and retained. This ensures transparency and accountability in the decision-making process of the supervisory board. Umlaufbeschlüsse are a mechanism to streamline decision-making within corporate governance, allowing for efficient operation while maintaining necessary checks and balances. They are an exception to the general rule that supervisory board resolutions are passed in meetings.