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.
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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
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
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
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