Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
No, but resolutions of the EB (calling the GM) and the SB (proposed resolutions) are required. |
30 calendar days prior to the GM (the day of the notice and the day of the GM not taken into account; such minimum period is extended to accommodate the deadline for giving notice of attendance as required by the AoA). |
Yes, confirmation of the publication in the German Federal Gazette to be placed in the Minutes of the GM. |
No. |
Yes, if all Shareholders concur. |
Convening notice to be published in the German Federal Gazette or sent by registered mail. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by public notary/Chairman of the SB (cf. “Original document/Signature?”). |
At the date as stipulated in the convening notice (unless waived, cf. Step 1). |
Yes, Minutes of the GM require a notarial deed. However, minutes on resolution to elect SB member may also be recorded and signed by the Chairman of the SB (instead of a notarial deed). |
Yes, to be signed by public notary/Chairman of the SB (cf. “Original document/Signature?). |
No, and a physical meeting is always required. |
Any resolution not duly recorded in the Minutes of the GM is null and void. |
3 |
Submission to the Commercial Register (Minutes of the GM). |
(i) Submission form; (ii) Minutes of the GM. |
Yes, submission form to be signed by the EB members (in required numbers). |
Without undue delay after the GM. |
Yes. |
Yes, application to be submitted electronically in officially certified form. |
No. |
Filings with the Commercial Register (including annexes) are to be made in German/certified translation. |
4 |
Submission to the Commercial Register (List of the SB members). |
(i) Submission form; (ii) List of the current SB members. |
Yes, submission form to be signed by the EB members (in required numbers). |
Without undue delay after the change in the SB has become effective. |
Yes. |
Yes, application to be submitted electronically in officially certified form. |
No. |
Filings with the commercial register (including annexes) are to be made in German/certified translation. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
Without undue delay** *However, less than 30 days possible if Stepp 1 is waived. **The need for a physical meeting, notarization and translations (if needed) may take addional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
No, but resolutions of the EB (calling the GM) and the SB (proposed resolutions) are required. |
30 calendar days prior to the GM (the day of the notice and the day of the GM not taken into account; such minimum period is extended to accommodate the deadline for giving notice of attendance as required by the AoA). |
Yes, confirmation of the publication in the German Federal Gazette to be placed in the Minutes of the GM. |
No. |
Yes, if all Shareholders concur. |
Convening notice to be published in the German Federal Gazette or sent by registered mail. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by public notary (cf. “Original document/Signa-ture?”). |
At the date as stipulated in the convening notice (unless waived, cf. Step 1). |
Yes, minutes of the GM require a notarial deed. |
Yes, to be signed by public notary (cf. “Original document/Signature?). |
No, and a physical meeting is always required. |
Any resolution not duly recorded in the Minutes of the GM is void. |
3 |
Submission to the Commercial Register (Minutes of the GM). |
(i) Submission form; (ii) Minutes of the GM. |
Yes, submission form to be signed by the EB members (in required numbers). |
Without undue delay after the GM. |
Yes. |
Yes, application to be submitted electronically in officially certified form. |
No. |
Filings with the Commercial Register (including annexes) are to be made in German/certified translation. |
4 |
Submission to the Commercial Register (List of the SB members). |
(i) Submission form; (ii) List of the current SB members. |
Yes, submission form to be signed by the EB members (in required numbers). |
Without undue delay after the change in the SB has become effective. |
Yes. |
Yes, application to be submitted electronically in officially certified form. |
No. |
Filings with the commercial register (including annexes) are to be made in German/certified translation. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
Without undue delay** *However, less than 30 days possible if Stepp 1 is waived. **The need for a physical meeting, notarization and translations (if needed) may take addional time. |
Allen & Overy has provided all input about changing board members in Germany. Allen & Overy is an [...] international full-service law firm with a team of around 2,300 lawyers. We serve businesses, financiers and governments whenever there is a need for decisive legal advice involving complex transactions. Through our truly global network now spanning 44 offices in 31 countries, we are well placed to respond quickly and effectively on a co-ordinated worldwide basis. We always challenge ourselves to bring new and original ways of thinking to the complex legal challenges our clients face and offer them commercially favourable solutions.
For more information about Allen & Overy and changing board members in Germany, please use the contacts below:
TEL: +49 69 2648 5682EMAIL: hans-christoph.ihrig@AllenOvery.com
WEB: www.allenovery.com