Qualified majority (Votes ≥75%)

A shareholder holds a qualified majority (qualifizierte Mehrheit) once their voting rights reach or exceed 75% of all share capital. At this level of ownership concentration, a single shareholder can independently pass ordinary as well as fundamental decisions which can modify the company’s articles of association. Qualified majorities are also sometimes referred to as supermajorities.

This 75% threshold also sets the standard for a blocking minority at above 25%, as it is the minimum number of votes necessary to block the formation of a qualified majority. This also means that where there is a qualified majority shareholder there cannot be a blocking minority.

Qualified majorities hold all the powers of a simple majority. 

Examples of powers: In a GmbH supermajorities can change the articles of association of a company GmbHG §53. In AGs a ¾ majority shareholder in addition to amending the articles of association (§ 179 AktG), can remove supervisory board members (§ 103 AktG), increase or reduce base capital (§ 182 AktG & § 222 AktG), dissolve the corporation (§ 262 AktG) or approve mergers (§ 319 AktG).

See also:

Simple majority

Blocking minority