Amending the articles of association of a limited liability company

The amendment of the articles of association is a competence of the general shareholders’ meeting and requires a notarial deed.

The formalities provided for by the Company Code and the articles of association must be observed to convene the shareholders, unless all the shareholders are present and waive compliance with the convening formalities.

In principle, a convocation must be sent 15 days before the general meeting, by simple mail or in some cases electronically (=new because before, registered) to all parties (shareholders, holders of securities giving access to shares and therefore also holders of non-convertible bonds (=new), members of the administrative body (=new) and, if there is one, to the statutory auditor), unless all parties are present and/or represented at the AGM

The convocation and its agenda must be issued by the administrative body (and, if applicable, the auditor).

Attendance quorum
The shareholders present or represented can only validly deliberate if they represent at least half of the number of issued shares.

Majority required
The amendment is accepted if it is supported by at least ¾ of the votes cast. Abstentions are no longer taken into account.

Brief example

Company with 100 shares, each share gives the right to one vote.
Shareholder A has 45 shares
Shareholder B has 30 shares
Shareholder C has 25 shares

If both A and C are present, the presence quorum is respected since they represent more than half of the issued shares (70/10 shares).

If they both vote for the amendment of the articles of association, this will also be allowed as we are talking about ¾ of the votes cast
(even if they only represent 70% of the company’s votes).

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