Ongoing advice for shareholders and managing directors
In day-to-day business, corporate law questions arise continually – from preparing a shareholders’ meeting to amending the articles of association. We are on hand as a constant point of contact for shareholders and managing directors.
The key points at a glance
Responsibilities of the corporate bodies
In a GmbH, the shareholders decide on fundamental matters, while the management runs the company and represents it externally. The shareholders may issue instructions to the management. The articles of association and rules of procedure often specify transactions that require approval.
Shareholder resolutions
Resolutions must be properly prepared, convened and passed. Formal or procedural defects may render resolutions open to challenge or void. Certain resolutions, such as amendments to the articles of association, require notarial recording and entry in the commercial register.
Duties of the management
Managing directors must conduct the company’s affairs with the care of a prudent businessperson (§ 43 GmbHG). In addition, there are public-law obligations, for example regarding bookkeeping, register filings including the Transparency Register, and monitoring the company’s financial position.
Shareholders’ information rights
Shareholders of a GmbH have extensive rights to information about and inspection of the company’s affairs. The management may refuse these only within narrow statutory limits.
How we proceed
You describe the pending decision or question to us. We review the articles of association, agreements and previous resolutions.
We explain the legal framework, set out the options available and identify the risks.
We prepare invitations, draft resolutions, minutes and register filings and, if you wish, assist you at the meeting.
Frequently asked questions
When should the articles of association be reviewed?
Regularly, and at the latest when the group of shareholders changes, when succession is planned or when there are significant changes in the law. Otherwise, provisions on severance, succession and withdrawal in particular often no longer fit the actual situation.
Do you advise the company or individual shareholders?
Both are possible. We always ensure that no conflicts of interest arise and clarify at the outset whom we represent.
Your contact
Talk to us.
Gewürzmühlstraße 5 · 80538 Munich