Board of Directors «disappears» after six months without a General Meeting

According to the Federal Supreme Court, a public limited company loses its Board of Directors if it is only elected until the next Annual General Meeting and this does not take place within 6 months of the end of the financial year.

Normally, the AGM must be held within 6 months of the end of the financial year. The term of office of the Board of Directors is generally 3 years, unless the Articles of Association stipulate otherwise.

The Federal Supreme Court ruled that the term of office of the Board of Directors ends if no AGM is held and no re-election takes place. There is no automatic extension of the term of office. As a result, many companies are temporarily unable to act. Exceptions:

• Third parties may continue to rely on the commercial register entry as long as they are not aware of the expiry of the term of office.

• The responsibility of the members of the Board of Directors remains, even if they act de facto without term of office.