Filing a shareholder proposal in Germany

This country factsheet provides an overview of the key legal and technical processes related to filing a shareholder proposal in Germany. Seven additional country factsheets are available, covering Australia, Canada, France, Japan, South Africa, the UK and the US.

For more information on how to use shareholder proposals to effect positive change at investee companies, read our guide to filing impactful shareholder proposals.

The information on regulatory requirements in this guidance is correct as of 2022.

Overview of key legal and technical processes in Germany
Key legislation	German Stock Corporation Act (German AKtG) section 119 and 122.
Right to file Can a shareholder propose an issue to be included and voted upon at a general meeting?	Shareholders’ voting rights extend to amendments to the articles^[1] and the right to demand that items are put on the agenda and published.^[2] However, in Germany (as in France), there is tension between the reserved right for shareholders to amend the articles and the principle that boards have general competence to manage the affairs of the company. This makes filing a shareholder resolution challenging and the law in this area remains relatively untested.^[3]
Resolution ‘ask’ What power do shareholders have to request a company to take a certain action?	Shareholder resolutions should amend the articles to provide a general framework within which boards should operate.
Ownership threshold What level of shareholding is required to file?	5% of the nominal share capital or the pro-rata amount of EUR€500,000. In addition, stockholders whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital or to a stake of EUR€500,000, may demand that items of business be set out in the agenda and that notice be given by publication.^[4]
Ownership period Are there any rules around how long shares must have been held for?	At least 90 days before the date of receipt of the request,^[5] and through to the point of voting (the AGM). Share-blocking rules apply.
Demonstrating ownership What paperwork must proponents provide to demonstrate their holding?	Filing proponents must supply relevant documents to show proof of ownership (in the required amount and for the required time) and confirm that they will hold the shares until the company has decided on the request.
Filing packet What formal documents are required to submit a proposal and in what form should they be sent?	The proposal documents should be presented in written form (German language) and addressed to the management board with reference to the relevant AGM. The packet should include the draft resolution with the proposed amendment to the articles, a supporting statement and proof of ownership. It should be signed by all relevant shareholders, or an authorised legal representative. Where shares are held in a custodial account, custodians must provide an undertaking that it will inform the company of any changes in the shareholding. Delivered in paper form via courier or registered post.
Key filing dates When must the resolution be received by?	At least 30 days prior to the AGM, where the day of receipt is not included when calculating the time period.
Right to reject or appeal? Can companies reject the proposal and is there a formal appeals process?	The company must announce validly proposed resolutions either when calling the meeting (i.e., in the AGM notice) or otherwise without undue delay following receipt of the request.^[6] Section 124(2) sets out that the managing board and the supervisory board must make proposals on how to vote when announcing proposed resolutions. There is no formal appeals system.
Resubmission Can a proponent re-file at a future AGM if a resolution fails to gather enough support to pass?	Information is not publicly available.
Withdrawal Can a shareholder withdraw a resolution after it is filed?	The law does not provide a position on this. If an agreeable position is negotiated before the publication of the notice, the board is likely to be willing to withdraw the proposal.
Representation Is the filer of a shareholder resolution proposal required to attend the AGM?	No.
Voting thresholds What is the voting threshold required for the resolution to pass?	A resolution of the general meeting to amend the articles of association requires a majority of at least three-quarters (75%) of the nominal share capital represented at the time of the resolution.^[7]
Useful resources	ClientEarth (2021), Know your rights Lexology (2020), In brief: shareholder rights and powers in Germany Norton Rose (2016), German Stock Corporation Act – English Translation

Overview of key legal and technical processes in Germany

Key legislation

German Stock Corporation Act (German AKtG) section 119 and 122.

Right to file

Can a shareholder propose an issue to be included and voted upon at a general meeting?

Shareholders’ voting rights extend to amendments to the articles^[1] and the right to demand that items are put on the agenda and published.^[2]

However, in Germany (as in France), there is tension between the reserved right for shareholders to amend the articles and the principle that boards have general competence to manage the affairs of the company. This makes filing a shareholder resolution challenging and the law in this area remains relatively untested.^[3]

Resolution ‘ask’

What power do shareholders have to request a company to take a certain action?

Shareholder resolutions should amend the articles to provide a general framework within which boards should operate.

Ownership threshold

What level of shareholding is required to file?

5% of the nominal share capital or the pro-rata amount of EUR€500,000. In addition, stockholders whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital or to a stake of EUR€500,000, may demand that items of business be set out in the agenda and that notice be given by publication.^[4]

Ownership period

Are there any rules around how long shares must have been held for?

At least 90 days before the date of receipt of the request,^[5] and through to the point of voting (the AGM). Share-blocking rules apply.

Demonstrating ownership

What paperwork must proponents provide to demonstrate their holding?

Filing proponents must supply relevant documents to show proof of ownership (in the required amount and for the required time) and confirm that they will hold the shares until the company has decided on the request.

Filing packet

What formal documents are required to submit a proposal and in what form should they be sent?

The proposal documents should be presented in written form (German language) and addressed to the management board with reference to the relevant AGM.

The packet should include the draft resolution with the proposed amendment to the articles, a supporting statement and proof of ownership. It should be signed by all relevant shareholders, or an authorised legal representative.

Where shares are held in a custodial account, custodians must provide an undertaking that it will inform the company of any changes in the shareholding.

Delivered in paper form via courier or registered post.

Key filing dates

When must the resolution be received by?

At least 30 days prior to the AGM, where the day of receipt is not included when calculating the time period.

Right to reject or appeal?

Can companies reject the proposal and is there a formal appeals process?

The company must announce validly proposed resolutions either when calling the meeting (i.e., in the AGM notice) or otherwise without undue delay following receipt of the request.^[6]

Section 124(2) sets out that the managing board and the supervisory board must make proposals on how to vote when announcing proposed resolutions.

There is no formal appeals system.

Resubmission

Can a proponent re-file at a future AGM if a resolution fails to gather enough support to pass?

Information is not publicly available.

Withdrawal

Can a shareholder withdraw a resolution after it is filed?

The law does not provide a position on this. If an agreeable position is negotiated before the publication of the notice, the board is likely to be willing to withdraw the proposal.

Representation

Is the filer of a shareholder resolution proposal required to attend the AGM?

No.

Voting thresholds

What is the voting threshold required for the resolution to pass?

A resolution of the general meeting to amend the articles of association requires a majority of at least three-quarters (75%) of the nominal share capital represented at the time of the resolution.^[7]

Useful resources

ClientEarth (2021), Know your rights

Lexology (2020), In brief: shareholder rights and powers in Germany

Norton Rose (2016), German Stock Corporation Act – English Translation