Prove the resolution and majority
Secure the articles, notice, agenda, minutes and vote count. Sections 49 and 50 GmbHG govern amendment requirements; the specific articles may add requirements.
Amending GmbH articles: majority, form and company register
A disputed amendment of the GmbH articles requires separate review of the majority, notarial form, filing and legal consequence.
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BRANDAUER Rechtsanwälte
Dispute team for shareholders and managing directors
A shareholder dispute calls for corporate law, litigation strategy and commercial understanding from one team. Mag. Bernhard Brandauer is responsible for the legal advice; depending on the conflict, further specialised lawyers of the firm support safeguards, evidence, negotiations and court enforcement.
Contact the teamAn amendment of the articles may permanently change voting rights, management or the participation structure. In a dispute, the entire amendment sequence must be reviewed, not only the resolution.
The articles, notice, majority, form, company-register filing and effect against the company belong in one chronology.
Amending GmbH articles: majority, form and company register
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Which stage of the amendment is disputed?
All paths at a glance
Overview of all answers.
Pursue form and filing separately
An amendment may require a notarial deed and filing with the company register. Treat the resolution, deed, filing and entry as separate steps.
Define the amendment precisely
Start with the current and proposed text. Mark which clause changes and whether the amendment affects voting rights, majority, management or share protection.
The form of a written resolution is distinct from the special requirements for an amendment of the articles.
Review notice, majority and minutes
Check whether the subject was announced sufficiently and how votes were counted. A later addition to the minutes does not replace proper determination of the resolution.
If a vote is affected, section 39 GmbHG must be reviewed separately. The recorded resolution result may determine the legal consequence.
Notarial deed and register effect
Secure the notarial deed, filing, interim orders and current register extract. Sections 51 and 52 GmbHG concern form and filing, but do not alone answer every question about effect between the parties and against the company.
Define the relief sought: nullity, challenge, correction, entry or injunction.
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Frequently asked questions
Is a simple majority enough for every amendment?
Not automatically. The statute, articles, amendment subject and resolution must be reviewed together.
Is an amendment complete once the resolution is passed?
Not necessarily. Form, filing and company-register steps may be additional requirements.
Which documents matter most?
The old and new articles, notice, agenda, proxies, minutes, vote count, notarial deed and register documents.
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