1 Introduction
Digitalization has not stopped at the doors of the shareholder meetings of GmbHs.
More and more companies and shareholders are choosing to hold shareholder meetings in an online format.
But how does such a meeting work and what legal framework must be observed?
This article addresses these questions in principle and makes a comparison between the advantages and disadvantages of online and face-to-face meetings.
2. Procedure and convocation
An online shareholders’ meeting is generally called according to the same rules as a face-to-face meeting.
In particular, the invitation must contain the agenda and be sent to the shareholders in a timely manner.
The main difference lies in the conduct of the meeting, which takes place via an online platform on which discussions can (must!) be held and resolutions passed.
3. Legal basis
The possibility of holding shareholder meetings online was created by the law to mitigate the consequences of the COVID-19 pandemic in civil, insolvency and criminal procedural law. This law allows shareholders’ meetings to be held without the shareholders’ physical presence. Even after the pandemic, regulations can be made in the GmbH’s statutes or in the rules of procedure that enable online meetings.
The main legal basis if no regulations have been made in the articles of association for a shareholders’ meeting via online is Section 48 (1) GmbHG.
Danger!
If a shareholders’ meeting is to be held online, all shareholders must agree to this. This is what it says specifically in Section 48 Paragraph 1 Sentence 2 GmbHG:
“Meetings can also be held by telephone or via video communication if all shareholders agree to this in text form.“
4. Restrictions on online decisions
In principle, all types of resolutions can be passed in online meetings, unless the statutes exclude this.
However, conducting secret ballots in an online format can be challenging and certain complex matters may require in-person discussion.
5. Advantages and Disadvantages
The advantages of online shareholder meetings include flexibility and savings in travel time and costs. They enable participation regardless of where you are and can make it easier for all shareholders to be involved. Disadvantages can include technical problems, limited discussion options and lack of personal interaction.
Face-to-face meetings primarily offer the advantage of direct, personal communication and interaction, which can be particularly important when dealing with complex or controversial topics. The main disadvantage is the time and money involved in getting there.
6. Conclusion
Holding online shareholder meetings is an innovative option that brings flexibility and efficiency to everyday company life.
The legal framework allows a largely free design, whereby the statutes of the GmbH are decisive.
Despite the many advantages, companies should consider the limitations of online meetings and, in certain cases, not underestimate the value of face-to-face meetings.
In addition, the issues of data protection and authorized participants in an online conference (and the corresponding control) can represent significant problem points.
This article does not represent specific and individual legal advice, but rather 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 an expert lawyer.
I would be happy to assist you as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. the management and/or the (co-)shareholders. Please 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 legal areas of corporate law, tax law and insolvency law, especially in the cities and metropolitan areas around Stuttgart, Heilbronn, Karlsruhe, Freiburg, Ulm, Augsburg, Munich, Frankfurt, Wiesbaden, Saarbrücken, Kaiserslautern, Bonn, Wuppertal, Duisburg, Nuremberg, Münster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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