Subsequent Ratification of Shareholder Resolutions in Cases of Defective Notice (Higher Regional Court of Frankfurt, 20 W 151/25)

In the case of shareholder resolutions in which a shareholder did not participate, the question arises whether a resulting defect in the resolution can be cured. According to settled case law, shareholder resolutions are void by analogy with § 241 no. 1 of the German Stock Corporation Act (AktG) where a shareholder was not invited. This nullity can, however, in principle be cured by subsequent ratification of the resolution by the shareholder who was not invited, or by an express waiver of the objection to the defective notice.

In its final and binding order of 27 October 2025 (case no. 20 W 151/25), the Higher Regional Court (Oberlandesgericht, OLG) of Frankfurt confirmed that such a subsequent ratification no longer needs to be given without undue delay where the shareholder who was not invited ratifies the resolution.

The decision creates legal certainty for corporate practice, and procedural errors at shareholders' meetings can be cured by subsequent ratification even after a considerable time.