The following acts, in addition to others established in law or in the memorandum of association, require resolutions by the members:

  1. Calling in and repaying supplementary contributions;
  2. The amortisation of quotas, the acquisition, sale and encumbrance of own quotas and consent for the division or transfer of ownership of quotas;
  3. The dismissal of members;
  4. The removal of managers and members of the supervisory body from office;
  5. The approval of the annual report and accounts for the financial year, profit sharing and the apportionment of losses;
  6. The waiver of the liability of managers or members of the supervisory body;
  7. The instigation of legal action by the company against the management, members or members of the supervisory body, as well as discontinuing and transacting such proceedings;
  8. The amendment of the memorandum of association;
  9. Merger, division, conversion and winding up of the company and the reopening for business of the wound up company.


Should the memorandum of association not provide otherwise, the members are also responsible for deciding the following:

  • The appointment of managers;
  • The appointment of members of the supervisory body;
  • The sale or encumbrance of real estate, the sale, encumbrance and leasing of premises;
  • The subscription or acquisition of equity interests in other companies and their sale or encumbrance.

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