Glossary · Governance and representation

Shareholder resolution (Gesellschafterbeschluss)

Also: Gesellschafterbeschluss, resolution of the shareholders

In short

With a shareholder resolution, the shareholders of a GmbH or UG make their decisions, in principle by a majority of the votes cast. An amendment to the articles of association requires three quarters of the votes cast and notarisation.

Shareholder resolution (Gesellschafterbeschluss) explained

Each euro of a share carries one vote (Sec. 47 (2) GmbHG). Typical resolutions concern the annual financial statements and the use of profits, calling in contributions, the appointment and dismissal of managing directors and the appointment of authorised signatories (Prokuristen) (Sec. 46 GmbHG). Anyone who is to be discharged or released from an obligation by the resolution may not vote (Sec. 47 (4) GmbHG). Amendments to the articles of association, such as a new company name, a different registered office or a capital increase, require three quarters of the votes cast and notarisation (Sec. 53 (2) and (3) GmbHG). In a single-member GmbH, the sole shareholder records their resolution in writing and signs it without delay (Sec. 48 (3) GmbHG).

Legal basisSec. 46, 47, 48 (3), 53 GmbHG

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Related terms

Managing director (Geschäftsführer)The managing director runs the GmbH or UG and represents it in and out of court. They must be a natural person with full legal capacity and are appointed by the shareholders.Articles of association (Gesellschaftsvertrag)The articles of association (or partnership agreement) are the contractual basis of a company and set out, for example, its name, registered office, purpose, capital and the rights of the shareholders; for a GmbH they are also called the Satzung. For a GmbH and UG they must be notarised; for a GbR no particular form is required.Capital increase (Kapitalerhöhung)In a capital increase, the share capital of a GmbH or UG is increased, either through new contributions or from the company's reserves. A notarised resolution with a three-quarters majority and entry in the commercial register are required.Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Notarisation (notarielle Beurkundung)In notarisation, the text is read aloud in the presence of the notary, the notary explains its legal implications, and the parties approve and sign the record. In certification, the notary only confirms that the signature is genuine.

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