Blocking minority

Blocking minority is a term used in corporate law and refers to the ability of one or more shareholders to block certain resolutions by holding a sufficient number of voting rights. This article focuses on blocking minority in the limited liability company (GmbH), while also briefly discussing the stock corporation (AG).

Blocking minority in the GmbH

In a GmbH, shareholders can exercise voting rights through their shares in the share capital. The blocking minority enables a shareholder to prevent certain decisions requiring a qualified majority. This is particularly relevant in the case of decisions that bring about fundamental changes in the Company, such as amendments to the Articles of Association or the dissolution of the Company.

Relevance

The blocking minority is an important instrument for minority shareholders to protect their interests. The blocking minority enables them to ensure that no significant changes are made to the company without their consent.

Calculation

As a rule, the threshold for a blocking minority in a GmbH is 25% plus one vote. This means that a shareholder holding more than 25% of the voting rights is able to block resolutions requiring a majority of more than 75%.

Blocking minority in the AG

In a stock corporation (AG), the concept of blocking minority is similar. However, the regulations in the AG are often more complex and can be specified in the AG’s articles of association. In the AG, the blocking minority is relevant in particular for shareholders’ meetings at which the shareholders vote on various matters.

Conclusion

The blocking minority is a significant legal instrument that enables minority shareholders in a GmbH or AG to protect their interests and influence fundamental changes in the company. It is important to know the legal regulations and the blocking minority provisions laid down in the Articles of Association in order to be able to effectively exercise one’s rights as a shareholder.