Can a change in the form of society also take place without the consent of all shareholders?
February 25, 2024 | 50,00 EUR | answered by Otto König
Dear lawyer,
I am Katrin Ahlert and I have a question regarding corporate law. Currently, I am a shareholder in a GmbH, but the conditions for our company have changed and I am considering changing the legal form of the company. However, there is a shareholder who does not agree with this idea.
My concern now is whether a change in legal form can be made without the consent of all shareholders. I want to ensure that this process is legally sound and does not have any legal consequences for me or my company.
Could you please explain to me what options there are for changing the legal form of the company if not all shareholders agree? Are there any legal regulations or specific contractual clauses that could apply in this case? Are there alternative solutions that should be considered?
I would be very grateful if you could help me with this complex legal issue and show me possible steps to successfully carry out a change in legal form.
Yours sincerely,
Katrin Ahlert
Dear Mrs. Ahlert,
Thank you for your inquiry regarding company law. Changing the legal form of a GmbH can indeed be a complex matter, especially if not all shareholders agree with the idea. In general, changing the legal form of a company requires the approval of all shareholders, as it constitutes a significant intervention in the company's structure.
However, there are exceptions where a change in legal form can be carried out without the consent of all shareholders. One possibility would be through a majority decision, if this is stipulated in the GmbH's articles of association. In this case, shareholders holding a majority of, for example, 75% or 80% of the shares could decide on the change in legal form.
Another option would be to convene a shareholders' meeting where the change in legal form is put to a vote. It is important that all shareholders are properly and timely invited to the meeting, and that the decision is made with the required majority.
It is also possible that the articles of association contain specific provisions that allow for a change in legal form without the consent of all shareholders. In this case, these provisions must be strictly adhered to in order to avoid legal consequences.
In any case, I recommend that you consult with an experienced attorney specializing in company law to discuss your specific situation and receive comprehensive advice. The attorney can help you plan and implement the best legal steps to successfully carry out a change in legal form.
I hope this information is helpful to you. If you have any further questions or need assistance, please feel free to contact me.
Best regards,
Otto König
