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No, advance payments on future claims to profits are not permitted (6 Ob 84/17x; 6 Ob 128/17x). The profit of a GmbH may not be distributed before the annual financial statements have been adopted and a resolution on the appropriation of profits has been passed. A shareholder who receives a
Duties of loyalty are generally recognised in company law and in particular in the case of the company with limited liability (GmbH) in established case law. Duties of loyalty exist not only between the shareholders and the company, but also between the shareholders themselves. These duties of loyality can vary
Shareholder resolutions that violate the law (e.g. participation of a shareholder who is excluded from voting rights) or the articles of association can be challenged by the outvoted or an absent shareholder who was not properly invited to the shareholders’ meeting, by filing a lawsuit against the company. Outvoted shareholders
Since July 2023, shareholders of a GmbH can also hold general meetings virtually, i.e. by video conference. However, the prerequisite for this is that this option is explicitly provided for in the articles of association of the GmbH. It must also be stipulated whether the meetings of shareholders are always