The numerous positive practical experiences during the corona pandemic have prompted the legislator to make a small but significant change to the law: With immediate effect, German limited liability companies (GmbH) can also hold their shareholders’ meetings virtually without having to have an explicit provision in their articles of association.
High demand for digital meetings
After face-to-face contacts had to be reduced in the last two and a half years due to the corona pandemic, the need for digital contact formats or meetings of any kind increased significantly among the population and especially in legal transactions. However, legal measures such as amendments to the articles of incorporation were often necessary first in order to be able to pass effective resolutions in digital form. An obstacle that has now been removed with regard to the GmbH.
Shareholders must give their consent in text form
With the legal amendment, limited liability companies have been able to hold their shareholders’ meetings virtually since August 1, 2022, without having to amend the articles of association – which is still frequently necessary in other types of companies. According to the wording of the law, meetings can be held “by telephone or video communication if all shareholders agree to this in text form”.
In practice, this means that each shareholder must consent to the meeting being held digitally in text form before the meeting begins. In contrast to a written declaration of consent, which would have to be signed in person, an e-mail or text message from a cell phone in which the respective shareholders declare their consent is sufficient for an effective resolution.
Hybrid meeting also possible
Combinations of virtual and physical meetings (face-to-face meetings), so-called hybrid events, are also conceivable. In such constellations, some of the shareholders are present at the meeting location, while others are connected virtually – naturally only after all participants have given their consent to such a procedure.
Adapting the articles of association: We advise you
In addition to the consent of all shareholders, another basic requirement of virtual shareholders’ meetings is that there are no conflicting provisions in the articles of association. If it is expressly stipulated that only physical meetings are permitted to pass resolutions, these regulations take precedence over the statutory regulations.
If a digital meeting is nevertheless desired, the relevant provisions of the articles of association must first be adapted or removed entirely in order to be able to implement a digital solution with legal certainty. You should therefore seek advice before holding a digital shareholders’ meeting in order to minimize the risk of invalid resolutions! Feel free to contact us with your questions.