Nichtigkeit und Anfechtbarkeit von Beschlüssen bei fehlerhafter Einberufung der GmbH-Gesellschafterversammlung

Errors in convening a limited liability company shareholders' meeting can lead to the nullity or contestability of the resolutions made. Taking into account case law and literature, this paper provides a differentiated look at the requirements for proper invitation and notification of the agenda, as well as the legal consequences of violations. In this context, the analogous application of Sections 241 et seq. of the German Stock Corporation Act (AktG) and the spillover effect of the right to contest resolutions under the Act on the Modernization of Partnership Law (MoPeG) for partnerships from Sections 110 et seq. of the German Commercial Code (HGB) on limited liability companies are examined.
According to the principles developed by the author regarding the “common practice” of digital invitation, this may – without relevant regulation in the articles of association – preclude the right to challenge resolutions.