Review authority and content
Sections 20 and 35 GmbHG separate management and shareholder competence. The management overview explains roles.
Shareholder instructions to management: limits and liability
Shareholder instructions to GmbH management: authority, documentation and liability.
Shareholders may instruct management within corporate competence. An instruction must be clear, authorised and documented.
Management, external authority and liability are separate questions.
Initial assessment
Shareholder instructions to management: limits and liability
Shareholders may instruct management within corporate competence. An instruction must be clear, authorised and documented.
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What is the current focus?
All paths at a glance
Overview of all answers.
Document purpose, scope and vote
A sound resolution states facts, objective, limits and implementation. The articles review organises evidence.
Separate instruction, authority and liability
Section 25 GmbHG remains relevant to management duties. Use the articles checklist.
Respect statutory limits
The instruction must remain within statutory and contractual competence. It cannot order an unlawful act or displace mandatory duties.
Organise controls and follow-up
Implementation should include a control point, reporting line and review of any contract or power that needs adjustment.
Document purpose, scope and vote
A sound resolution states facts, objective, limits and implementation. The articles review organises evidence.
Respect statutory limits
The instruction must remain within statutory and contractual competence. It cannot order an unlawful act or displace mandatory duties.
Sections 20 and 35 GmbHG must therefore be read with the specific articles.
Create a reliable resolution file
Bring facts, objective, scope, vote, material and recipient together in one file.
This allows management to identify precisely what is to be implemented.
Organise controls and follow-up
Implementation should include a control point, reporting line and review of any contract or power that needs adjustment.
An internal instruction does not replace review of external authority or management liability.
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Frequently asked questions about shareholder instructions
May shareholders instruct management?
Yes within statutory and contractual competence, subject to specific limits.
Does an instruction remove liability?
No. Section 25 GmbHG and the concrete duty remain relevant.
Does it affect third parties?
An internal instruction does not automatically change external authority.
What should be documented?
Facts, objective, limits, vote, material and implementation.
Which documents are needed?
Articles, draft resolution, reports, powers and affected contracts.
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