Document background
A Shareholder Special Resolution is a crucial corporate governance document under German law, used when companies need to make significant changes that go beyond ordinary business decisions. This document type is specifically required when shareholders must approve fundamental changes to the company, such as alterations to the articles of association, capital increases or reductions, mergers, or other significant corporate actions. The resolution must be passed with a qualified majority (typically 75% of votes cast) and may require notarization depending on the subject matter. The document must comply with either the Aktiengesetz (for stock corporations) or GmbH-Gesetz (for limited liability companies) and includes essential elements such as company details, resolution text, voting results, and proper certification. Special resolutions are particularly important as they create a formal record of major corporate decisions and are often required for registration with the German Commercial Register (Handelsregister).
