Resolutions in the Absence of Voting Rights and the Initiation of Legal Action in a Two-Member LLC
In a two-tier GmbH, a voting prohibition on the managing director regarding resolutions on legal disputes against him prevents him from exercising his voting rights—thereby often rendering a formal resolution unnecessary. The Federal Court of Justice (BGH) ruling of November 5, 2024, thus makes it easier for minority shareholders to enforce corporate claims against managing directors who are also shareholders.