Umlaufbeschlüsse

Umlaufbeschlüsse, also known as circular resolutions or written resolutions, are a method of decision-making within corporations and other organizations where a vote is taken on a resolution without holding a formal meeting. Instead of gathering shareholders or board members in one place, the proposed resolution is circulated among them, either in writing or electronically. Each member then casts their vote individually, and the resolution is considered passed if it achieves the required majority as stipulated by the organization's articles of association or relevant laws.

This procedure is often used for routine matters or when time is a critical factor, allowing for quicker decision-making than traditional meetings. It can be particularly efficient for smaller organizations or when members are geographically dispersed. The specific requirements for issuing and approving a Umlaufbeschluss vary by jurisdiction and the organization's internal rules, but generally include provisions for the proposal, notification of members, a defined voting period, and the method for collecting and tallying votes. The outcome of a Umlaufbeschluss typically has the same legal effect as a resolution passed at a duly convened meeting.