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Part 7 · Nullity of resolutions adopted by the general meeting and of the annual financial statements as approved and established. Special audit for impermissible understatement  ›  Division 1 · Nullity of resolutions adopted by the general meeting › Section 242

Remedy of nullity

(1) The nullity of a resolution adopted by a general meeting that, contrary to section 130 (1) to (2) sentence 1 and (4), has not been recorded by a notary, or not properly, no longer may be asserted once the resolution has been entered in the Commercial Register.

(2) Where a resolution adopted by the general meeting is null and void pursuant to section 241 nos. 1, 3 or 4, its nullity may no longer be asserted once the resolution has been entered in the Commercial Register and three years have lapsed since its entry. Where, at the time the time limit expires, an action for a declaratory judgment as to the nullity of the resolution adopted by the general meeting is pending, the time limit is extended until that point in time at which the final and binding decision has been taken regarding that action or at which it has been conclusively dealt with and terminated in some other way. The lapse of time does not preclude the cancellation ex officio of the resolution pursuant to section 398 of the Act on Proceedings in Family Matters and in Matters of Non-contentious Jurisdiction. Where a resolution adopted by the general meeting is null and void pursuant to section 241 no. 1 due to a violation of section 121 (4) sentence 2, the nullity may no longer be asserted also in those cases in which the stockholder who was not invited approved the resolution. Where a resolution adopted by the general meeting is null and void pursuant to section 241 no. 5 or section 249, the judgment pursuant to section 248 (1) sentence 3 no longer may be registered if it has been finally and conclusively determined by a court’s declaratory judgment pursuant to section 246a (1) that any deficiencies of the resolution adopted by the general meeting will not impair the effects of the entry in the register; section 398 of the Act on Proceedings in Family Matters and in Matters of Non-contentious Jurisdiction does not apply.

(3) Subsection (2) applies accordingly if, in the cases governed by section 217 (2), section 228 (2), section 234 (3) and section 235 (2), the required entries were not made in due time.

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