Germany: Jurisdiction of the commercial section of the court to challenge the shareholders’ resolutions of a German limited liability company (GmbH)

Company law

The commercial section established at German courts has exclusive jurisdiction for actions challenging the shareholders’ resolutions of a German limited liability company (GmbH), according to what was confirmed again by the Berlin Court of Appeals in its decision of September 26, 2023 (2 AR 39/23).

In the Court’s view, exclusive jurisdiction derives from the corresponding application of § 246, section 3, sentence 2 of the German Stock Corporation Act (AktG). Such appeals must therefore be referred ex officio to the commercial section of the court at every stage of the proceedings, without the need for an application by either party.

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