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Certificate Of Designation Preferred Stock Template for Germany

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Key Requirements PROMPT example:

Certificate Of Designation Preferred Stock

"I need a Certificate of Designation Preferred Stock for a Series B investment round, where we're issuing 100,000 preferred shares with a 1.5x liquidation preference, 8% dividend rights, and anti-dilution protection for our German technology startup, with the issuance planned for March 2025."

Document background
The Certificate of Designation Preferred Stock is a crucial corporate document used when a German corporation (Aktiengesellschaft) wishes to create and issue a new series of preferred stock. This document is particularly important in corporate financing scenarios, including venture capital investments, corporate restructurings, or when companies need to raise capital without diluting voting control. Under German law, specifically the Aktiengesetz, the certificate must detail all rights and preferences attached to the preferred shares, including dividend rights, voting rights, liquidation preferences, and any conversion or redemption features. The document requires formal approval from the board of directors, proper execution, and registration with the German Commercial Register (Handelsregister). It serves as the governing document for the specific series of preferred stock throughout its lifetime and is essential for both the issuing company and investors to understand and enforce their respective rights and obligations.
Suggested Sections

1. Title and Introduction: Official title of the certificate and identification of the issuing corporation (Aktiengesellschaft)

2. Recitals: Background information including corporate authority and resolution authorizing the preferred stock issuance

3. Definitions: Key terms used throughout the certificate, including specific German legal terminology

4. Designation and Number of Shares: Specific designation of the series and the number of shares constituting the series

5. Par Value: Statement of the par value per share in accordance with German corporate law requirements

6. Dividend Rights: Detailed provisions regarding dividend preferences, rates, and payment terms

7. Liquidation Rights: Priority and rights in case of liquidation or dissolution

8. Voting Rights: Specification of voting rights or limitations thereof

9. Conversion Rights: Terms and conditions for any conversion rights into common stock

10. Redemption Provisions: Terms and conditions under which shares may be redeemed

11. Restrictions and Limitations: Any restrictions on transfer or other limitations on the shares

12. Ranking: Ranking of the preferred stock in relation to other series and classes of stock

13. Execution and Certification: Formal execution requirements including authorized signatures and notarization

Optional Sections

1. Anti-dilution Provisions: Include when protection against dilution is required for the preferred stockholders

2. Preemptive Rights: Include when preferred stockholders are granted rights to maintain their ownership percentage

3. Special Voting Provisions: Include when preferred stock has special voting rights in particular circumstances

4. Registration Rights: Include when holders have rights to require registration of their shares for public trading

5. Tax Treatment: Include when specific tax considerations need to be addressed

6. Currency Provisions: Include when dividends or other payments may be made in multiple currencies

Suggested Schedules

1. Form of Stock Certificate: Template of the physical stock certificate meeting German legal requirements

2. Board Resolution: Copy of the board resolution authorizing the issuance of the preferred stock

3. Shareholder Resolution: Copy of any required shareholder approval for the preferred stock issuance

4. Conversion Calculations: Detailed methodology for calculating conversion rights if applicable

5. Registration Rights Agreement: Detailed terms of registration rights if applicable

6. Legal Opinion: Opinion from German counsel confirming validity of the issuance

Authors

Alex Denne

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

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