Part 13: Have you already thought of it? - Surfish at the shareholders' meeting
social contract or the articles of association usually follow . There, for example, it can be regulated that it should come together once a month or quarter.
However, this freedom sets limits - at least once per financial year , a regular general meeting must take place. The law stipulates that they determine the annual financial statements and have to make decisions for the use of profits and to discharge the management for the past financial year. This ordinary general meeting takes place regularly within three months of the end of the financial year, depending on the size of the company, this must have happened after 8 or 11 months at the latest.
Special circumstances may require the convening of an extraordinary general meeting. According to Section 49 (2) GmbHG, it must be convened if it appears necessary in the interests of the shareholders . Such a case may exist if the management cannot make an urgent decision without the shareholders, for example because it is not (alone) responsible or its responsibility is not undoubtedly determined. Extraordinary business processes are also affected, which (far) go beyond the ordinary business and the managing director of which the managing director wants to obtain the approval of the general meeting. Section 49 (3) GmbHG regulates a special case of the extraordinary obligation to convene if it shows from the business or annual balance sheet that half of the company's share capital is lost . In this case, the shareholders' meeting must be convened immediately.
