Shareholder resolution

The shareholders of a company make decisions by means of shareholder resolutions.

Shareholder resolutions are usually passed at a shareholders' meeting. The meeting is convened by the managing director or one or more shareholders of the company and must be convened in due time and in the prescribed form. The shareholders' meeting is quorate if the required number of shareholders (votes) are present or represented. With the consent of all shareholders, shareholder resolutions may be passed outside of shareholders' meetings by way of circulation.

• The majorities required for shareholder resolutions are often determined in the articles of association. If there is no express provision, resolutions are passed with a simple majority unless a different majority is expressly stipulated by law. The shareholders' meeting is responsible in particular for passing resolutions on
• Election and dismissal of managing directors
• Adoption of the annual financial statements
• Decisions on the appropriation of profits
• Amendments to the articles of association
• Capital increases or decreases
• Exclusion of shareholders
• Dissolution of the company

We are happy to advise you on the preparation and implementation of shareholders' meetings and shareholder resolutions.