What is the shareholder resolution and why do I need it?
One-time consent of all shareholders to issuing profit participation rights, without a notary.
With the shareholder resolution (Gesellschafterbeschluss), all shareholders consent once to the issuance of profit participation rights and set the maximum number that may be issued. Only once the resolution has been signed can the company issue profit participation rights.
What does the shareholder resolution cover?
- consent to the issuance of profit participation rights
- the maximum number for the next five years (can be adjusted at any time with a new resolution)
- authorization to grant investors the rights set out in the investment documents
- safeguarding a possible conversion into GmbH shares if an investor exercises the put option
How does it work?
You receive the template on the platform during onboarding. You fill it in, have it signed by all shareholders and upload it as a PDF. You don't need a notary. Future shareholders should accede to the resolution when they are entered in the commercial register.
You set the name, ticker and number of your profit participation rights during setup: How do I set the name, number and price of my profit participation rights?
What changes in the share capital?
Nothing. Each profit participation right is newly created on issuance and is not a digital copy of existing shares. The share capital and the commercial register remain unchanged. Economically, however, the issuance corresponds to a capital increase. The share capital only increases if an investor exercises the put option and conversion into GmbH shares actually takes place.