Shareholders' meeting

The shareholders' meeting is the central body of a company (e.g. GmbH, GbR, oHG, KG) and consists of the shareholders of the company. Decisions are made for the company at the shareholders' meeting, such as the appointment of the managing director, the appropriation of profits or amendments to the articles of association.

Depending on the provisions of the articles of association, a shareholders' meeting is convened by the managing director of the company or one or more shareholders by inviting all shareholders in the appropriate form, stating the place, time and agenda. Under certain conditions, it is possible to send the invitation by e-mail or to shorten existing invitation periods.

As a rule, an ordinary shareholders' meeting is held once a year to pass resolutions on the adoption of the annual financial statements and the appropriation of profits. Extraordinary shareholders' meetings can be convened at any time if there are important matters that require a decision.

Unless otherwise stipulated in the articles of association, a simple majority - i.e. more than half of the votes cast - is sufficient to pass a resolution. A qualified majority of at least three quarters of the votes cast is generally required for individual resolutions, such as the amendment of the articles of association or the dissolution of the company.

The articles of association may contain deviating provisions on the convening modalities, notice periods and voting majorities.

We will be happy to advise you in connection with the convening and organisation of shareholders' meetings and the provisions of the articles of association.