Articles-of-association provisions on convening that deviate from the statutory requirements must be unambiguous; the invitation must clearly set out all agenda items.

Federal Court of Justice (order of 22 October 2025 – I ZB 47/25): The de facto managing director of a GmbH may also be obliged to provide a statement of assets.

Higher Regional Court of Frankfurt (order of 27 October 2025): The nullity of a resolution for failure to invite a shareholder can be cured even after a considerable time by ratification by the shareholder who was passed over.

No shareholder shall be a judge in his own cause: when voting prohibitions apply, how they can be shaped in the articles of association and what remains despite a voting prohibition.

Only those entered in the list of shareholders are deemed shareholders vis-à-vis the GmbH – an incorrect list can effectively hollow out the shareholder position.

Ordinary and nominal capital increase, protection against dilution and special rights – what shareholders and managing directors need to pay attention to.

Information filed beyond what is required, such as private addresses, remains permanently public – subsequent deletion or redaction is not possible.