Decisions That Are Based on a Qualified Majority and Decisions That Require Consent
As a rule, a proposal that is supported by more than half of the votes cast shall constitute the decision of the general meeting. Pursuant to the Limited Liability Companies Act, certain decisions – such as decisions to amend the articles of association and decisions on directed share issues – nevertheless require a qualified majority of two-thirds of the votes cast and represented at the meeting. Moreover, the Limited Liability Companies Act provides that specific shareholders or all shareholders must consent to a decision limiting the rights arising from shares or increasing the obligations of shareholders.
Rights of Shareholders Owning No Less Than 10% of the Company’s Shares
Shareholders who hold no less than 10% of the company’s shares may, subject to certain conditions,
- demand that an extraordinary general meeting be called to address a specific issue;
- demand that a minority dividend be distributed;
- demand that decisions concerning the adoption of the company’s financial statements, the distribution of assets and the discharge from liability of the directors and managing director be deferred to a continuation meeting;
- bring an action against the company’s directors, the managing director, or another shareholder for the payment of damages to the company; and
- propose that a special audit be carried out (in addition to the support of a sufficient number of votes at the general meeting, this also requires that the Regional State Administrative Agency approves the application for the special audit).
Right to Request Information and Submit Draft Resolutions
Every shareholder has the right to request information about any of the items on the agenda of a general meeting. At the annual general meeting, the right to request information covers the company’s financial situation on a more general level. Shareholders also have the right to submit proposals for decisions that fall within the competence of the general meeting and that are on the agenda of that meeting.
Shareholders have the right to have a matter falling within the competence of the general meeting dealt with by the general meeting, provided that the shareholder so demands in writing from the board of directors well in advance, so that the matter can be included in the meeting notice.