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Book 2 · Public partly limited partnership › Section 285

General meeting

(1) At the general meeting, the general partners are entitled to vote only for their shares of stock. They may not exercise this voting right, either for themselves or on behalf of some other party, where resolutions are adopted on:

1.  the election of the supervisory board and the removal of its members from office;

2.  the approval of the actions taken by general partners and the members of the supervisory board and discharge granted to same;

3.  the appointment of special auditors;

4.  the assertion of claims to compensation;

5.  the waiver of claims to compensation;

6.  the election of statutory auditors.

In adopting these resolutions, their voting right also may not be exercised by some other party.

(2) The resolutions adopted by the general meeting require the consent of the general partners insofar as they concern matters requiring, in the case of a limited partnership, the agreement of the general partners and the limited partners. Exercising the authority to which the general meeting or a minority of limited liability shareholders of a public partly limited partnership are entitled in appointing auditors and asserting claims of the company arising from its formation or the conduct of its affairs does not require the consent of the general partners.

(3) Resolutions adopted by the general meeting requiring the consent of the general partners are to be filed with the Commercial Register only once said consent has been obtained. In the case of resolutions that are to be entered in the Commercial Register, the consent is to be recorded by a notary in the minutes of the deliberations or in an annex to said minutes.

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