1. Why is it necessary to convene a general meeting in a GmbH?
Convocations of shareholders’ meetings are an essential part of decision-making and the exercise of shareholder rights in the GmbH.
As a rule, they take place once a year in the form of the ordinary shareholders’ meeting in accordance with Section 48 of the GmbH Act (GmbHG). This is also regularly stipulated in the articles of association as a minimum cycle.
However, there are situations in which it is necessary to convene an extraordinary general meeting.
2. When is an extraordinary general meeting necessary?
An extraordinary shareholders’ meeting is a meeting of the shareholders of a GmbH, which takes place outside of the regular rotation of the ordinary shareholders’ meetings. It serves to pass resolutions on matters that require an urgent decision or are not part of the usual agenda.
The convening of an extraordinary general meeting may be necessary in various situations.
For example, if an urgent decision has to be made that cannot wait until the next ordinary meeting in several months. Such constellations can arise when important strategic decisions have to be made, a capital increase is necessary, a business area is to be sold, a shareholder is to be excluded or a managing director is to be dismissed.
3. What are the requirements for convening an extraordinary general meeting?
The requirements for convening an extraordinary general meeting are set out in the GmbHG. According to Section 49 (2) GmbHG, an extraordinary shareholders’ meeting can be convened if “it appears necessary in the interest of the company“.
Such a legitimate interest exists when there is an urgent matter that requires a decision by the shareholders.
The legitimate interest can be asserted by one or more shareholders as long as they represent at least 10 percent of the share capital of the GmbH (§ 49 Para. 3 GmbHG). These shareholders have the right to demand that the managing director convene an extraordinary general meeting.
Case law has established that there is a legitimate interest if the matter is of significant importance for the GmbH and requires a timely decision in order to secure business operations or to avoid legal disadvantages.
In the following you will find exemplary constellations in which there could be a legitimate interest in convening an extraordinary general meeting:
a) Modification of the Articles of Association
If a significant change to the articles of association is required, for example to open up new business areas, adjust liability regulations or increase the share capital, there may be a legitimate interest in convening an extraordinary general meeting.
b) Expulsion of a shareholder
If a shareholder relationship is no longer sustainable and the exclusion of a shareholder is necessary, this can represent a legitimate interest in convening an extraordinary general meeting. The exclusion of a shareholder can have a significant impact on the company and therefore requires a decision by the shareholders.
c) crisis situations
In emergency situations, such as impending insolvency, significant business losses or major breaches of contract, there may be a legitimate interest in convening an extraordinary general meeting. In such cases, a timely decision is required to take appropriate measures to save the company.
d) Appointment and dismissal of managing directors
If the appointment or dismissal of managing directors is pending outside of the regular cycle and a decision by the shareholders is required, this can represent a legitimate interest in convening an extraordinary general meeting.
e) Express requirement according to Section 49 (3) GmbHG
A further reason for an extraordinary general meeting is given in Section 49 (3) GmbHG.
Such is to be convened, “if the annual balance sheet or a balance sheet drawn up in the course of the financial year shows that half of the share capital has been lost.“
Of course, the formal invitation and resolution requirements must also be met for the extraordinary general meeting.
This article does not constitute concrete and individual legal advice, but only provides a rough initial overview of the very complex legal matter described. You can only obtain legal certainty for your specific case constellation through coordinated examination and advice from a competent lawyer.
I am happy to be at your disposal as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. of the company and the (co-)shareholders. Feel free to contact me by phone or write to me.
I advise nationwide on site or via zoom as a specialist lawyer in the areas of corporate law, tax law and insolvency law, including in the cities and metropolitan areas around Stuttgart, Heilbronn, Karlsruhe, Freiburg, Ulm, Augsburg, Munich, Frankfurt, Wiesbaden, Saarbrücken, Kaiserslautern, Bonn, Wuppertal, Duisburg, Nuremberg, Munster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
#GmbH #corporate law #company share #shareholder dispute #dispute between shareholders #extraordinary general meeting #convening #GmbHG #§49GmbHG #specialist lawyer corporate law #specialist lawyer commercial law #specialist lawyertax law #specialist lawyerinsolvency law #lawyer #lawyer #specialist #specialist lawyer #shareholder lawsuit
#convening #extraordinary #general #meeting #GmbH #requirements
