The General Assembly

As the supreme body of a joint-stock company, the General Meeting has non-transferable powers. This includes, among others, those concerning the audit. In this blog post, you will learn what powers the General Meeting has and how it is properly convened.

How is the General Meeting convened?

‍This article assumes an ordinary General Meeting. The law stipulates that such a meeting must take place at least once a year, no later than six months after the end of the fiscal year. The Board of Directors is responsible for the convocation. It must ensure that the General Meeting is convened at least 20 days before the meeting in the form prescribed by the statutes. This convocation must include the items for negotiation as well as the proposals of the Board of Directors and agenda items requested by shareholders. Decisions can only be made on negotiation items that were not properly announced in very few exceptions.

‍Powers of the General Meeting

‍As the supreme organ of a joint-stock company, the General Meeting also has the most fundamental powers. The most influential and central powers include electing the Board of Directors and the audit office. Further tasks with great scope include the approval of the management report and the consolidated financial statements. Moreover, the General Meeting is solely responsible for the approval of the annual accounts and for deciding how the balance sheet profit should be used. The law assigns the following non-transferable tasks to it:

1. Amendment of the statutes
2. Election of the members of the Board of Directors and the audit office
3. Approval of the management report and the consolidated financial statements
4. Approval of the annual accounts, and the decision on the use of the balance sheet profit, especially the determination of the dividend and profit-sharing
5. Exoneration of the members of the Board of Directors (discharge)
6. Decision-making on matters that are reserved to the GM by law or by the statutes

‍

• Further information
   
• Calculate quote for fiduciary