No Record, No Resolution

Every resolution of the shareholders’ meeting of a German stock corporation must be recorded in minutes taken by a notary. Unlisted companies may instead use minutes signed by the chair of the supervisory board, unless a resolution needs a majority of three quarters or more. The minutes give the place and the date, the type and result of each vote, and the chair’s finding that the resolution passed. A resolution that is not recorded in this way is void. The vote took place, but in law it has no effect.

The supervisory board must also keep minutes of every meeting, with the agenda items, the essential content of the discussion and the resolutions. Here the law is milder. A breach macht einen Beschluß nicht unwirksam, does not make a resolution invalid.

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