Abstract

In the case of certain (and sometimes even all) general meeting resolutions the articles of joint-stock companies sometimes contain a requirement concerning the quorum or the majority of votes formulated in such a way that in fact a resolution may be adopted only when all shareholders are present or unanimous. However, admissibility of such provisions in the articles may give rise to doubts. In such a case, the provisions which – as a matter of principles – do not provide for (at all) the quorum and require (only) the absolute majority of votes for resolutions of the general meeting of a joint-stock company, may apply.