Glossary · Governance and representation

Shareholders' meeting (Gesellschafterversammlung)

Also: Gesellschafterversammlung, general meeting of a GmbH

In short

The shareholders' meeting is the body in which the shareholders of a GmbH or UG pass their resolutions. Among other things, it adopts the annual financial statements, decides on the use of profits and appoints the managing directors.

Shareholders' meeting (Gesellschafterversammlung) explained

Alongside the managing director, the shareholders' meeting is the second mandatory body of the GmbH. Its responsibilities are listed in Sec. 46 GmbHG: adopting the annual financial statements and the use of profits, calling in contributions, dividing and redeeming shares, appointing, dismissing and discharging managing directors, examining and supervising the management, and appointing authorised signatories (Prokuristen). Because it can give instructions to the managing directors, it has the final say internally. Votes are cast according to euro shareholdings (Sec. 47 GmbHG). In a UG, it must be convened without delay if insolvency is imminent (Sec. 5a (4) GmbHG).

Legal basisSec. 46, 47, 5a (4) 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.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.UG (haftungsbeschränkt)The UG (haftungsbeschränkt) is not a separate legal form, but a GmbH with less than €25,000 share capital, mathematically from €1, which must be paid in full in cash before the application. In return, it must put a quarter of its annual net profit into a reserve every year.Commercial power of attorney (Handlungsvollmacht)The commercial power of attorney authorises the transactions and legal acts that a commercial business, or certain transactions within it, usually involve. It is narrower than Prokura and is not entered in the commercial register.Exemption from Sec. 181 BGBThe exemption from Sec. 181 BGB allows a managing director to conclude contracts on behalf of the company with themselves or with a third party they also represent. Without this permission, such self-dealing transactions are generally not allowed.External managing director (Fremdgeschäftsführer)An external managing director runs a GmbH or UG without holding a share in it. They are appointed by the shareholders and are subject to their instructions.

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