the Powers of the General Meeting of the SRL

Powers reserved by law to the General Assembly

The powers reserved by law are as follows:

  • with a simple majority rule
    • the approval of the accounts;
    • the appointment, remuneration, dismissal and discharge of the director(s);
    • the exclusion of a shareholder (5:155, §1, par. 2 SHA)
    • the social action (however, the shareholders possessing (all together) a minimum of 10% of the issued shares can initiate this legal action).
    • the distribution of profits (even though the statutes can delegate this prerogative to the board)
    • the appointment of the statutory auditor
  • With special majority rule

subject to compliance with the rules applicable to the amendment of the articles of association, i.e. an attendance quorum of 1/2 shares present or represented and a majority of ¾ of the votes cast (5:100 et seq.) :

    • acquisition of own shares (5:145 CSA) ;
    • liquidation and dissolution;
    • modification of the articles of association ;
    • modification of the rights attached to the securities (in addition to the special majority in each category 5:102);
    • modification of the objects of the company (4/5 of the votes = art. 5:101.); µ
    • transformation of the company into another form of company
    • issue of new shares,
    • abolition or limitation of the preferential right – Art. 5:130.)

Powers reserved by the articles of association: 

The general meeting of shareholders shall exercise the powers granted to it by the articles of association.

The articles of association may extend the powers of the general meeting. Such extension is not enforceable against third parties, even if it is published.

The articles of association may not reduce the powers reserved to the general meeting.



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