Shareholder resolution for the GmbH - how to do it right!

There are legal requirements for regulating the processes in the GmbH. The shareholders' agreement and the articles of association of the GmbH also apply. These can be individually designed for each GmbH within the legal requirements. Amendments to the shareholders' agreement and certain decisions are agreed by shareholders' resolution of all shareholders.

What is a shareholder resolution for a GmbH?

The shareholder resolution is the written will of all shareholders of the GmbH regarding important decisions in the company. For example, the management of the GmbH is obliged to obtain the approval of all shareholders by means of a shareholders' resolution in the case of extraordinary business measures. Shareholder resolutions are usually passed at the shareholders' meeting.

When must a shareholder resolution be passed in the GmbH?

The legislator requires a shareholder resolution for some transactions. The most important points are as follows:

• Amendments to the Articles of Association
• Adoption of the annual financial statements
• Profit distribution
• Corporate actions
• Admission of new shareholders
• Exclusion of shareholders
• Appointment, dismissal and discharge of the Management Board
• Dissolution and liquidation of the company

In addition, the shareholders of a GmbH can optionally determine further points for which a shareholder resolution is required.

Shareholder resolution at the shareholders' meeting

The GmbH Act stipulates that an "ordinary" shareholders' meeting must be held at least once a year. In addition, a provision can be agreed in the shareholders' agreement that stipulates several meetings within a year.

All important events of the past cycle are discussed at the shareholders' meeting and changes for the future are determined. The written shareholder resolutions are an expression of the will of the shareholders.

Shareholder resolution outside the shareholders' meeting

The written consent of all shareholders is required in order to bring about a shareholder resolution outside the shareholders' meeting by way of "circulation procedure". If only one shareholder objects to this procedure, an extraordinary shareholders' meeting must be formally convened.

Formal

To ensure that your shareholder resolutions can be passed in the shareholders' meeting in the correct form, these factors are decisive for convening and holding the meeting:

• Invitation in due time one week before the date of the meeting
• Invitation by registered mail
• Name and company of the inviting person
• Indication of the place and time of the meeting with the agenda in the invitation
• Determination of the quorum on the day of the meeting
• Holding the shareholders' meeting and passing resolutions
• Signature of the minutes of all shareholders participating in the meeting

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