Question from John, What percentage of shares is needed to block a majority shareholder vote in a UG or GmbH in Germany?
Answer from AI:
In Germany, the legal framework for companies such as Unternehmergesellschaft (UG) or Gesellschaft mit beschränkter Haftung (GmbH) is governed by the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, GmbHG).
General Voting Rules
In general, decisions in a GmbH or UG are made by the shareholders’ meeting and require a simple majority of the votes cast, unless the articles of association provide otherwise. This means that a shareholder would need more than 50% of the votes to make a decision.
Blocking Minority
However, there are certain decisions that require a larger majority. These include changes to the articles of association, capital measures, or the dissolution of the company. For these decisions, a so-called “blocking minority” can prevent the decision. According to § 53a GmbHG, a blocking minority requires at least 25% plus one vote of the share capital.
Customized Voting Thresholds
It’s important to note that the articles of association can set higher voting thresholds for certain decisions. Therefore, the exact percentage needed to block a decision can vary depending on the specific company’s articles of association.
Legal advice is necessary to understand the specific voting rights and thresholds in a particular UG or GmbH. It’s recommended that individuals consult with a legal professional for personalized advice.
Resources
- The German Limited Liability Companies Act (GmbHG) is the primary source of law for UGs and GmbHs. The English translation can be found here.
- The German Civil Code (BGB) also contains provisions relevant to companies. The English translation can be found here.
The answer is written by AI.
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Disclaimer: The information provided in this response is intended for general informational purposes only and should not be considered as legal advice. While we strive to provide accurate information, we make no guarantees regarding the accuracy or legal validity of the information presented. Laws and regulations vary by jurisdiction and can change over time, and the application of laws can vary widely based on the specific facts and circumstances involved. Therefore, you should consult with a qualified legal professional before making any decisions related to legal matters. Do not rely solely on the information provided in this response for any legal decisions. We disclaim any and all liability with respect to actions taken or not taken based on the contents of this response.
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