| Topic | Shareholders / Equity Shares (LLC, FlexCo) | Enterprise Value Stakeholders (FlexCo) |
|---|---|---|
| Voting rights | Yes; each €10 of capital contribution grants 1 vote; every shareholder must have at least 1 vote | No voting rights |
| Split voting rights | For LLC doubtful or rather no; permitted for FlexCo | No voting rights |
| Right to inspect company records | Generally available year-round | Restricted to 14 days before the general meeting that decides on the annual financial statements |
| Can the inspection right be excluded? | Yes, if a supervisory board is required | Yes, if a supervisory board is required |
| Right to attend, speak and file motions at the general meeting | Yes | Yes |
| Right to challenge shareholder resolutions | Yes | Generally no, except where their own legal position is affected |
| Payment of capital contributions | Partial payment permitted (at least 1/4) | Full payment required by law |
| Subsidiary liability for unpaid or overvalued contributions of other shareholders | Yes | No |
| Subsidiary liability for unlawful return of contributions to other shareholders | Yes | No |
| Obligation to make additional contributions | Yes, if stipulated in the articles | No (explicitly excluded by law) |
| Pre-emptive rights in capital increases | Generally yes; may be excluded in the articles or on a case-by-case basis | No |
| Equal treatment principle | Fully applicable | In relation to “founding shareholders” |
| Tag-along right in an exit | No | Enterprise value stakeholders have a tag-along right |
| Participation in profit and liquidation proceeds | Yes, can be regulated in the articles of association | Yes, according to paid-in contributions; issuance of new shares or rights with senior or equal ranking may be reserved |
| Profit entitlement dependent on dividend resolution? | Yes | Yes |
| Fractional shares permitted? | GmbH: No FlexCo: Yes |
No |
| Different share classes permitted? | GmbH: rather yes FlexCo: yes |
Yes |
| Special rights (e.g., profit preference, liquidation preference, management/nomination rights) | Yes | Yes |
| Written circular resolutions: is unanimous consent required? | GmbH: Yes, unanimous consent required. FlexCo: Generally yes, but may be waived in the articles of association. |
No consent required from enterprise value stakeholders |
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