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Board Resolution To Increase Authorised Share Capital

Board Resolution To Increase Authorised Share Capital Template for Germany

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Board Resolution To Increase Authorised Share Capital

"I need a Board Resolution To Increase Authorised Share Capital for our German GmbH converting to an AG, increasing the share capital from €50,000 to €500,000, with implementation planned for March 2025 and preferential subscription rights for existing shareholders."

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Document background
A Board Resolution To Increase Authorised Share Capital is a crucial corporate document required under German law when a company wishes to increase its authorized share capital. This resolution is typically used when a company needs to create flexibility for future capital raising, facilitate business expansion, or prepare for potential acquisitions. The document must comply with the German Stock Corporation Act (Aktiengesetz) and requires careful preparation to ensure all legal requirements are met. It includes specific details about the proposed increase, implementation procedures, and any conditions attached to the new capital. The resolution must be properly documented and filed with the Commercial Register (Handelsregister), and may require notarization depending on specific circumstances. It forms the foundation for subsequent corporate actions related to the actual issuance of new shares.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Details: Full legal name of the company, registration number, and registered office address

3. Attendance and Quorum: List of board members present and confirmation that quorum requirements are met

4. Background: Current authorized capital situation and reasons for increasing the authorized share capital

5. Resolution Details: Specific details of the capital increase including the amount of increase and new total authorized capital

6. Terms of New Shares: Description of the new shares including class, nominal value, and rights attached

7. Implementation Authorization: Authorization to management board to implement the resolution and handle necessary registrations

8. Legal Requirements: Statement confirming compliance with legal requirements and Articles of Association

9. Signatures: Space for required signatures of board members and/or chairman

Optional Sections

1. Voting Results: Include when there is not unanimous approval, showing detailed voting breakdown

2. Subscription Rights: Include when there are specific provisions regarding existing shareholders' subscription rights

3. Authorized Capital Period: Include when setting specific time limitations for the authorized capital

4. Special Conditions: Include when there are specific conditions or restrictions on the use of the new authorized capital

5. Expert Opinions: Include when external valuations or expert opinions have been considered in determining the capital increase

Suggested Schedules

1. Current Articles of Association Extract: Relevant sections of the current Articles of Association regarding share capital

2. New Articles of Association Extract: Proposed amendments to the Articles of Association reflecting the capital increase

3. Capital Structure Overview: Table showing current and proposed capital structure

4. Legal Opinions: Any legal opinions obtained regarding the capital increase

5. Shareholder Rights Document: Details of subscription rights and other shareholder entitlements related to the capital increase

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Real Estate

Infrastructure

Energy

Healthcare

Telecommunications

Retail

Transportation and Logistics

Professional Services

Industrial

Mining and Natural Resources

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Corporate Governance

Investor Relations

Treasury

Corporate Development

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Director

Finance Director

Board Chairman

Board Member

Corporate Governance Officer

Compliance Officer

Investment Relations Manager

Corporate Finance Manager

Legal Counsel

Company Secretary

Industries
German Stock Corporation Act (Aktiengesetz - AktG): Primary legislation governing stock corporations in Germany, particularly Sections 182-221 which regulate capital increases, including procedures for shareholder approval, minimum requirements for resolutions, and implementation processes
German Commercial Code (Handelsgesetzbuch - HGB): Contains provisions regarding commercial register entries and publication requirements for capital increases, particularly relevant for registration of the increased share capital
German Civil Code (Bürgerliches Gesetzbuch - BGB): Provides general legal principles applicable to corporate decisions and resolutions, including requirements for legal declarations and good faith
EU Directive 2017/1132: European Union directive relating to certain aspects of company law, including capital maintenance and shareholder rights, which must be considered for capital increases
Articles of Association (Satzung): While not legislation, the company's Articles of Association must be reviewed as they may contain specific requirements or restrictions regarding capital increases
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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