{"id":7517,"date":"2022-12-29T11:47:58","date_gmt":"2022-12-29T09:47:58","guid":{"rendered":"https:\/\/winheller.com\/blog\/en\/?p=7517"},"modified":"2024-07-04T12:43:09","modified_gmt":"2024-07-04T10:43:09","slug":"shareholder-meetings-virtually","status":"publish","type":"post","link":"https:\/\/winheller.com\/blog\/en\/shareholder-meetings-virtually\/","title":{"rendered":"GmbH Shareholder Meetings Possible Virtually in Germany"},"content":{"rendered":"
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\"GmbH<\/a><\/figure>\n<\/div>\n\n\n

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<\/strong> without having to have an explicit provision in their articles of association.<\/p>\n\n\n\n

High demand for digital meetings<\/h2>\n\n\n\n

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<\/strong> 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<\/strong> 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.<\/p>\n\n\n\n

Shareholders must give their consent in text form<\/h2>\n\n\n\n

With the legal amendment, limited liability companies have been able to hold their shareholders’ meetings virtually since August 1, 2022<\/strong>, 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<\/strong> to this in text form”.<\/p>\n\n\n\n

In practice, this means that each shareholder must consent to the meeting being held digitally in text form<\/strong> 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.<\/p>\n\n\n\n

Hybrid meeting also possible<\/h2>\n\n\n\n

Combinations of virtual and physical meetings<\/strong> (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.<\/p>\n\n\n\n

Adapting the articles of association: We advise you<\/h2>\n\n\n\n

In addition to the consent of all shareholders, another basic requirement of virtual shareholders’ meetings is that there are no conflicting provisions<\/strong> 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.<\/p>\n\n\n\n

If a digital meeting is nevertheless desired, the relevant provisions of the articles of association<\/strong> must first be adapted<\/strong> 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<\/strong>! Feel free to contact us with your questions.<\/p>\n\n\n\n

Continue reading:
Can A Lawyer Attend The Shareholders’ Meeting?<\/a><\/strong>
Legal Counsel by German Corporate Law Attorneys<\/a><\/strong><\/p>\n","protected":false},"excerpt":{"rendered":"

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 […]<\/p>\n","protected":false},"author":3,"featured_media":7520,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[1722,798],"tags":[],"class_list":["post-7517","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-compliance","category-corporate-law-german-law"],"acf":[],"aioseo_notices":[],"_links":{"self":[{"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/posts\/7517","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/comments?post=7517"}],"version-history":[{"count":2,"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/posts\/7517\/revisions"}],"predecessor-version":[{"id":7523,"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/posts\/7517\/revisions\/7523"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/media\/7520"}],"wp:attachment":[{"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/media?parent=7517"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/categories?post=7517"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/winheller.com\/blog\/en\/wp-json\/wp\/v2\/tags?post=7517"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}