Last Updated on May 29, 2021 by LawEuro
Stock Corporation Act (Laws / Regulations of Germany)
Subchapter 3
Ordinary annual general meeting
Section 175
Convening the annual general meeting
(1) Without undue delay following receipt of the report of the supervisory board, the management board is to convene the general meeting for purposes of accepting the annual accounts as approved and established along with the management report and individual accounts pursuant to section 325 (2a) of the Commercial Code (HGB) endorsed by the supervisory board, and for purposes of resolving on the appropriation of any net income that may have been earned; in the case of a parent company (section 290 subsections (1) and (2) of the Commercial Code (HGB)), the general meeting is to be convened also for purposes of accepting the consolidated financial statements endorsed by the supervisory board, and the consolidated management report. The general meeting is to take place in the course of the first eight (8) months of the financial year.
(2) The annual accounts, individual accounts pursuant to section 325 (2a) of the Commercial Code (HGB) endorsed by the supervisory board, the management report, the report of the supervisory board, and the proposal by the management board regarding the appropriation of the net income are to be kept available, from the time onwards at which the general meeting is convened, at the company’s business premises for inspection by the stockholders. Upon a corresponding demand being made, each stockholder is to be provided with a copy of the documents submitted without undue delay. In the case of a parent company (section 290 subsections (1) and (2) of the Commercial Code (HGB)), the first and second sentences shall also apply to the consolidated financial statements, the consolidated management report, and the report of the supervisory board concerning said statement and report. The obligations pursuant to the first and third sentences shall not be applicable if the documents designated therein are kept accessible on the company website for the same period of time.
(3) Where the general meeting is to approve and establish the annual accounts or where it is to decide on the endorsement of the consolidated financial statements, subsections (1) and (2) shall apply mutatis mutandis to the invitation convening the general meeting for the approval and establishment of the annual accounts, or for the endorsement of the consolidated financial statements, and shall likewise apply mutatis mutandis to how the documents submitted are made accessible and the copies are issued. The deliberations as to the approval and establishment of the annual accounts should be tied to those regarding the appropriation of the net income.
(4) Upon the general meeting having been convened that is to accept the annual accounts as approved and established or, if the general meeting is to approve and establish the annual accounts, upon the general meeting that is to approve and establish the annual accounts having been convened, the management board and the supervisory board shall be bound to the declarations regarding the annual accounts made in the report of the supervisory board (sections 172, 173 (1)). In the case of a parent company (section 290 subsections (1) and (2) of the Commercial Code (HGB)), the first sentence shall apply mutatis mutandis to the declaration by the supervisory board regarding the endorsement of the consolidated financial statements.
Section 176
Documents submitted. Presence of the auditor of the annual accounts
(1) The management board is to make accessible to the general meeting the documents submitted that have been set out in section 175 (2) as well as, in the case of companies listed on the stock exchange, an explanatory report on the information provided pursuant to section 289a (1) and section 315a (1) of the Commercial Code (HGB). At the outset of the meeting, the management board should explain the documents it has submitted, while the chairman of the supervisory board should explain the report of the supervisory board. In this context, the management board should also state its position regarding any shortfall for the year or any loss that has impaired the annual earnings to a significant degree. The third sentence shall not be applied to credit institutions.
(2) Where the annual accounts are to be audited by an auditor of annual accounts, such auditor is to participate in the deliberations regarding the approval and establishment of the annual accounts. The first sentence shall apply mutatis mutandis to the deliberations regarding the endorsement of consolidated financial statements. The auditor of the annual accounts is not under obligation to provide any information to a stockholder.
Chapter 4
Publication by notice of the annual accounts
Section 177
(repealed)
Section 178
(repealed)
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