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Shareholder Consent Form for Germany

Shareholder Consent Form Template for Germany

A formal document under German corporate law (utilizing provisions from both the AktG and GmbH-Gesetz) that records and evidences shareholder approval for specific corporate actions or decisions. This document serves as official confirmation of shareholder consent, typically used for important company decisions that require shareholder approval under German law. It must comply with specific formal requirements of German corporate legislation and may need notarization depending on the nature of the resolution being approved.

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Shareholder Consent Form

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What is a Shareholder Consent Form?

The Shareholder Consent Form is a crucial document in German corporate governance, used when companies need to obtain and document formal shareholder approval for significant business decisions. It's particularly relevant under German corporate law (AktG for stock corporations and GmbH-Gesetz for limited liability companies) where certain corporate actions require explicit shareholder approval. This document type is commonly used for approving mergers, capital increases, amendments to articles of association, major asset sales, or other significant corporate changes. The form must meet specific legal requirements under German law, including proper identification of all participating shareholders, clear statement of resolutions, and appropriate signature requirements. In some cases, depending on the subject matter, notarization may be required to ensure legal validity.

What sections should be included in a Shareholder Consent Form?

1. Header Information: Company name, registration details, and form title

2. Date and Location: Date of the consent and place of execution

3. Company Information: Full legal name, registration number, registered office address

4. Shareholder Information: Names, addresses, and shareholding details of all participating shareholders

5. Resolution Context: Brief background explaining why the resolution is being proposed

6. Resolution Text: Clear and specific wording of the resolution(s) being approved

7. Voting Results: Number of shares voting in favor, percentage of total voting rights represented

8. Confirmation of Approval: Formal statement confirming the resolution has been approved

9. Signature Block: Space for shareholder signatures, dates, and witness requirements if applicable

What sections are optional to include in a Shareholder Consent Form?

1. Waiver of Notice: Include when formal notice requirements are being waived by shareholders

2. Proxy Authorization: Required when any shareholders are represented by proxy

3. Dissenting Votes: Include when there are shareholders voting against or abstaining from the resolution

4. Conditions Precedent: Include when the effectiveness of the resolution is subject to certain conditions

5. Implementation Instructions: Include when specific actions are required to implement the resolution

What schedules should be included in a Shareholder Consent Form?

1. Proof of Shareholding: Current shareholder list or share register excerpt

2. Supporting Documents: Any relevant documents referenced in the resolution

3. Power of Attorney: If any shareholders are represented by proxy

4. Previous Relevant Resolutions: If the current resolution relates to or amends previous shareholder decisions

Authors

Alex Denne

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

Jurisdiction

Germany

Document Type

Consent Form

Cost

Free to use
Relevant legal definitions

























Clauses

















Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Energy

Transportation

Construction

Media and Entertainment

Telecommunications

Consumer Goods

Industrial Services

Agriculture

Relevant Teams

Legal

Corporate Governance

Compliance

Corporate Secretariat

Executive Office

Finance

Investor Relations

Risk Management

Corporate Affairs

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Member

Chief Financial Officer

Corporate Governance Officer

Shareholder Relations Manager

Investment Director

Company Secretary

General Counsel

Corporate Affairs Director

Risk Management Officer

Industries





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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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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