The General Meeting (GM) is the supreme governing body of a stock corporation (AG) or limited liability company (GmbH). Its proper conduct is legally mandated – errors can render resolutions invalid.
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Before the GM: Invitation & Stages
· Invitation period at least 20 days before the date (CO Art. 699)
· Finalize agenda, including questions and election items
· Ensure proxies are in place
During the GM: Minutes, Resolutions, Elections
· Record resolutions in minutes: date, location, attendees, voting results
· Document elections (Board of Directors, auditors)
· Sufficiently document special resolutions (articles of association amendments, capital changes)
After the GM: Registrations & Publication
· Submit changes to the Commercial Register immediately
· Retain minutes (recommended minimum duration 10 years)
FAQ
Can a GM be held digitally (Zoom etc.)?
Yes, provided the articles of association or invitation permit this.
Must minutes be disclosed?
Only listed companies have a disclosure obligation.
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