News

As a rule, managing directors are appointed and dismissed by the shareholders’ meeting. The articles of association may deviate from this and transfer powers to other company bodies. The Federal Court of Justice (BGH) has now decided what applies if the shareholders want to “reclaim” the authority in such a case. The case decided by...

Since the beginning of the year, changes to the shareholder structure of a partnership under civil law (GbR) can no longer be entered in the land register, but only in the company register. This was decided by the Higher Regional Court of Frankfurt – and is one of the first decisions on the new partnership...

The beneficial owners of companies must be filed with the transparency register. However, it is not always simple to determine the beneficial owner of a company, especially in complex corporate structures. The fact that there are now repeated rulings on this topic – for example by the Cologne Administrative Court (Verwaltungsgericht Köln) at the beginning...

The list of shareholders of a limited liability company (“GmbH”), which is publicly filed in the commercial register, shows the shareholders at a glance. What must be entered in the list of shareholders is regulated by law. Anyone who accidentally discloses too much information (e.g. their private address) has bad luck: as a ruling by...

The EU directive on common rules for the promotion of the repair of goods will oblige manufacturers and, in certain circumstances, importers and distributors of certain goods, to offer repairs and provide information about repairs even after the warranty period has expired. The aim: Reduction of CO2 emissions and waste In March 2023, the EU...

Only those who are entered in the shareholders’ list of a German limited liability company (“GmbH”) are formally considered shareholders and can exercise their rights. However, there is an exception if the GmbH has consciously submitted an incorrect list to the commercial register. That is stated in the decision of the Munich Higher Regional Court...

The restriction on the free choice of the registered office of a partnership has been removed with effect from January 1, 2024. Since the Act to Modernize the Partnership Law (Gesetz zur Modernisierung des Personengesellschaftsrechts, “MoPeG”) came into force, the partners of a partnership have the possibility to agree and determine a registered office in...

The Act on the Modernization of Partnership Law (“MoPeG”) came into force at the beginning of 2024. Since then, numerous new regulations have applied to partnerships, in particular to the civil law partnership (Gesellschaft bürgerlichen Rechts – “GbR”), the general partnership (Offene Handelsgesellschaft – “OHG”) and the limited partnership (Kommanditgesellschaft – “KG”). Principle: Right to...

The shareholder of a public company is entitled to information about the names, addresses and shareholdings of the co-shareholders. The assertion of this right does not constitute an impermissible exercise of rights or an abuse of the right to information, even if it serves, among other things, the purpose of submitting purchase offers to the...

If the shareholder of a limited liability company (“GmbH”) is affected by resolutions directly or indirectly, he is subject to a voting ban. Facts of the case: Resolution on the initiation of a legal dispute The case decided by the Federal Court of Justice (“BGH”) concerned a resolution at the shareholders’ meeting of a GmbH....