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Annual General Meeting – decision-making body of a stock corporation (AG)

Laura — Mon, 08 Mar 2021 12:28:24 +0000

Annual General Meeting – A stock corporation consists of several bodies. The management board deals with the day-to-day business and other matters of the company and represents the stock corporation externally. The supervisory board is a legally prescribed self-controlling body that appoints and monitors the individual members of the management board and, in case of doubt, also removes them. Furthermore, it is responsible for the written reporting of the annual financial statements as well as for annual reports. The general meeting acts as the decision-making body of the stock corporation. Here you can find all legal forms and here you can go back to the overview AG.

Annual General Meeting – The decision-making body

The Annual General Meeting acts as the decision-making body of a stock corporation. It represents the legislative body of the company and is intended to relieve the members of the supervisory board and the management board of their duties. The general meeting consists of the shareholders of an AG and is usually convened once a year.

More on the other bodies of a public limited company:

Duties of the Annual General Meeting – Auditor, appropriation of profits & Co.

It decides which shareholders are appointed to the supervisory board and also elects the auditor(s) for the annual financial statements. The general meeting is the only body of an AG that may decide on the appropriation of the balance sheet profit and can be influenced by proposals from the members of the management board and the supervisory board. Another important task of the general meeting: It passes resolutions on essential issues – for example, with regard to capital increases or reductions, possible mergers or dissolutions, sales, takeovers or acquisitions…. insofar as these result in an amendment to the Articles of Association.

Overview of the tasks of the Annual General Meeting:

Discharge of the Management Board & the Supervisory Board
Election of the Supervisory Board members representing the shareholders
Election of the auditor
Decision on the appropriation of profits
Decisions on matters concerning amendments to the Articles of Association

The members of the general meeting are automatically provided with participation in the formation process of the stock corporation. In contrast to the management board and supervisory board, they are not bound to fixed terms of office, but are allowed to hold office until they leave the company. Each shareholder receives votes in proportion to his profit shares. The shareholder is granted one vote per share.

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Aktiengesellschaft (AG) – The stock corporation is a German legal form founded by at least one person and organized by different bodies. Instead of a managing director, the company is managed by a board of directors consisting of at least one person. As the name already indicates, this legal form of a company primarily stands for stock trading. You would like to start a company alone or together with other people and learn more about company law forms in advance? Then you’ve come to the right place!

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Alternative – In this article you will learn the basics about real estate companies. Briefly explained, a real estate company is a company that has the purpose of leasing, developing, financing, realizing and/or marketing. It doesn’t matter if it is one or more properties. The management of residential and commercial real estate – in its own interest or as a service offered to third parties – is also a popular focus for real estate companies and asset management GmbHs. Find out more about the main advantages and disadvantages of buying real estate and the expected costs.

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Supervisory Board – controlling body of a stock corporation (AG)

Laura — Mon, 08 Mar 2021 12:27:31 +0000

Supervisory Board – The Supervisory Board is a legally prescribed self-monitoring body that appoints and monitors the individual members of the Management Board and, in case of doubt, also removes them. Furthermore, it is responsible for the written reporting of the annual financial statements as well as for annual reports. The Management Board deals with the day-to-day business and other matters of the company and represents the stock corporation externally. The general meeting acts as the decision-making body of the stock corporation. Here you can find all legal forms and here you can go back to the overview AG.

Supervisory Board – The controlling body

The supervisory board is the supervisory body of a stock corporation and consists of at least three members. The Supervisory Board is appointed by the Annual General Meeting for a term of four years and is obliged to report to the Annual General Meeting.

More on the other bodies of a public limited company:

Duties of the Supervisory Board – Appointment, Supervision, Dismissal & Co

As the name suggests, the supervisory board is primarily responsible for supervising the management board, in addition to appointing and dismissing the management board. Furthermore, it is responsible for reporting in writing on the annual financial statements after they have been prepared by the management board and audited by the auditors, and it prepares annual reports. Formally, the Supervisory Board issues the invitation to the Extraordinary General Meeting and can submit proposals to the General Meeting on the appropriation of the profits generated.

Tasks of the Supervisory Board at a glance:

Reporting to the Annual General Meeting
Appointment of the Management Board
Supervision of the Management Board
Dismissal of the Management Board
Written reporting
Preparation of annual reports
Invitation to the Extraordinary General Meeting
Proposal for the appropriation of profits

The members of the supervisory board are registered in person with the registration court and at least the chairman of the supervisory board must also be listed by name on the AG’s business letters. Upon taking up their office, supervisory board members may not simultaneously act as members of the management board of their company, and they are also prohibited by the prohibition of cross-linking from being appointed as a member of the management board of another company. Remuneration is paid to all members of the Supervisory Board in accordance with the Articles of Association or the amount is decided at the Annual General Meeting.

AG: foundation, legal form, special case real estate

Stock corporation (AG)
Real estate stock corporation (REIT-AG)
Real estate company