Securing A Claim To Invalidate A Shareholders' Resolution

The process of registration of a shareholders' resolution in a limited liability company can be suspended by obtaining an interim injunction before the court where the invalidation claim is to be filed, according to the Supreme Court.

Shareholders' resolutions generally take effect as soon as they are adopted. Changes resulting from the resolutions are then entered into the national court register by proceedings in the registration court.

Third parties usually only discover the terms of a resolution once it is entered in the national court register. This makes the registration process particularly important in the case of resolutions to appoint or dismiss members of the management board or supervisory board, where there may be disputes about whether an individual is authorised to act on a company's behalf.