resolution

Which translation, when

Why

The corporate resolution is der Beschluss, passed by majority, § 47 Abs. 1 GmbHG for the shareholders of a GmbH, § 133 Abs. 1 AktG for the Hauptversammlung, and the working verb is fassen, einen Beschluss fassen. The system behind the word is the surprise: German law does not treat every defective resolution as invalid. § 241 AktG lists the narrow grounds of outright nullity, everything else is merely anfechtbar, § 243 AktG, and the Anfechtungsklage must be filed within one month of the vote, § 246 Abs. 1 AktG, after which the flawed Beschluss hardens into validity, a regime case law carries over to the GmbH, where the month serves as a guideline rather than a rigid limit. So the English instinct that an invalid resolution can be attacked at leisure runs into a German clock. The other senses live elsewhere, dispute resolution is Streitbeilegung, the resolution of a problem is its Lösung, and Resolution itself is what assemblies and Security Councils pass, political vocabulary that empties a corporate sentence of law.

Typical mistakes

• Resolution des Vorstands reads like the Security Council, the corporate word is der Beschluss and the verb is fassen, einen Beschluss fassen.
• Defective is not void, § 241 AktG lists the narrow nullity grounds, the rest is anfechtbar, § 243 AktG, and unchallenged within the month of § 246 Abs. 1 AktG the flawed Beschluss becomes unassailable, a clock the GmbH borrows as a guideline rather than a rigid limit.
• Dispute resolution is Streitbeilegung, and Beschluss there would send the parties to a shareholders’ meeting instead of to mediation.

What matters

Shareholder fights run on the clock: the English memo calls the resolution invalid and plans at leisure, the German answer asks which defect, nullity is the short list of § 241 AktG, everything else is Anfechtung, and § 246 Abs. 1 AktG closes that door one month after the vote. The translated word Beschluss is the easy part, the deadline behind it is the advice.

Examples