1E9Ct5D

Supervisory BoardIn principle, a Supervisory Board is not necessary (unless otherwise agreed in the Articlesof Association). However, if the company has more than 500 employees, a SupervisoryBoard becomes compulsory. In this case, a third of its members have to be employee’srepresentatives. Only if the company counts more than 2000 employees half of themembers of the supervisory board have to be employee’s representatives.The main function of a Supervisory Board is the supervision of the company’s management.Other possible tasks are the appointment or removal of the Managing Directorsand the adoption of the annual financial statement meetings.ShareholdersNatural as well as legal persons can be shareholders of a GmbH. Shareholders are notonly entitled to many rights but they also have duties. The rights include the right to vote,the right to obtain information and the right to any surplus upon liquidation. The shareholderswield their power by approving resolutions during the General Meeting. Usuallythe shareholders receive one vote for every 50 Euro of the share capital they own. However,this can be differently directed by the Articles of Association.All shareholders must be treated equally in order to ensure that no shareholder is subjectedto unequal treatment or by the company or any other shareholder without his orher approval.Another sharholder’s right is the right to inspect the company’s books and records and tobe informed of the matters of the GmbH. Additionally, a shareholder has a claim to theprofits stated in the annual financial statement unless the Articles of Association stateotherwise. A shareholder’s duty however includes locality not only to the company but alsoto other shareholders which limits the extent to which the shareholder can pursue hisor her own interests.LiabilitiesThe GmbH’s liability is limited to the amount of its registered share capital. Therefore,shareholders are not subject to any personal liability or obligations and piercing the corporateveil only takes place in very rare cases. (for example: fraudulent actions).Accounting and Disclosure15