The question
Where and how may partners, members and shareholders decide together: on site, hybrid, entirely online or without any meeting at all?
In brief
Each legal form has its own rules. The registered association (Verein), the stock corporation (AG) and the cooperative (Genossenschaft) expressly provide for hybrid and so-called virtual meetings; the private limited company (GmbH) allows meetings by video if all shareholders agree; the civil-law partnership (GbR) prescribes no form at all. Resolutions without a meeting are possible almost everywhere, but usually require everyone to agree to the procedure. Anyone deciding online should settle identity, voting, the right to ask questions, minutes and technical failures in advance.
The law
German statutes speak of the “virtual” meeting. What they mean is a meeting in which everyone takes part online. It is as real as any other: its resolutions bind in the same way.
Verein
As a rule, the general meeting passes resolutions in a meeting (Section 32(1) German Civil Code (BGB)). Since 21 March 2023 the notice convening it may provide that members can take part and exercise their rights electronically without being present at the venue (hybrid meeting, Section 32(2) sentence 1 BGB). A meeting held entirely online requires the members to have resolved that future meetings may take this form (Section 32(2) sentence 2 BGB). In both cases the notice must state how rights are exercised electronically (Section 32(2) sentence 3 BGB). The articles may provide otherwise (Section 40 BGB).
A resolution without a meeting is valid if all members consent in text form (Section 32(3) BGB). The same applies to a board with several members (Section 28 BGB).
GmbH
Shareholders pass resolutions in meetings. These may be held by telephone or video if all shareholders agree in text form (Section 48(1) sentence 2 Limited Liability Companies Act (GmbHG)). No meeting is needed if all shareholders consent in text form to the resolution or to casting votes in writing (Section 48(2) GmbHG). Since the articles may deviate from these rules (Section 45(2) GmbHG), they can allow online meetings, hybrid forms and combined procedures without everyone’s consent in each case [prüfen].
AG
The articles may provide, or authorise the management board to provide, that shareholders take part electronically without being present at the venue (Section 118(1) sentence 2 Stock Corporation Act (AktG)) or vote in advance by postal vote (Section 118(2) AktG). Since 2022 there has also been the virtual general meeting without shareholders physically present (Section 118a AktG). It requires a basis in the articles, limited to a maximum of five years (Section 118a(5) AktG), transmission of the whole meeting in sound and vision, electronic voting and a right to speak by video.
Genossenschaft
The general assembly may be held in person, as a virtual meeting, as a hybrid meeting or in a staggered procedure in which discussion and voting are separated in time (Section 43b(1) Cooperatives Act (GenG)). The management and supervisory boards decide the form together at their due discretion; the articles may fix a form or limit that discretion (Section 43b(6) GenG).
GbR and commercial partnerships
For the GbR the statute only requires that resolutions have the consent of all partners entitled to vote (Section 714 BGB), unless the partnership agreement provides for a majority. It prescribes no form of decision-making: the partners may decide on site, by video, by e-mail or by circulation. For the general commercial partnership (OHG) and limited partnership (KG), Section 109 Commercial Code (HGB) provides that resolutions are passed in meetings; how these are held is best settled in the partnership agreement.
Resolutions by circulation
A resolution without a meeting is the asynchronous form of deciding. It suits clear questions that no longer need discussion. It does not replace deliberation. Where the law requires unanimity for the procedure, that is exactly what it protects: everyone can insist that the matter is discussed first.
Online
On site the room settles much without a word: you can see who has come, who wants to speak and how many hands are raised. Online this must be settled expressly. Five points belong in the articles, the rules of procedure or the notice.
Identity. Each participant receives personal access details, checked against the register of members or shareholders. Proxies prove their authority in advance. The chair records at the outset who is present and by which route.
Voting. It must be clear how votes are cast: openly by show of hands on camera, by roll call, through a voting tool or by secret ballot. The result must be traceable, and secret ballots must stay secret.
The right to ask and to speak. Requests to speak, chat and written questions need a fixed order. The chair makes sure that those taking part online are heard as much as those in the room. At hybrid meetings this is the real task.
Minutes. They record who took part and how, how votes were cast and what failures occurred. The articles of a Verein should in any case regulate how resolutions are recorded (Section 58 no. 4 BGB). A recording is permissible only with everyone’s consent and does not replace the minutes.
Technical failures. The rules should say what happens if the connection drops: adjournment, repeating the vote, the limits of responsibility. Stock corporation law excludes challenges based on technical failures affecting electronic participation and postal votes, unless the company acted intentionally or with gross negligence (Section 243(3) no. 1 AktG). There is no such rule for the Verein, GmbH or GbR; the articles may provide a comparable standard [prüfen].
More on practice at Live online: sound, picture, roles and Online and on site.
Relevant phases
- Agreeing the cooperation: articles and partnership agreements set the form of resolutions.
- Carrying out the cooperation: regular meetings and resolutions by circulation.
- Developing the cooperation: amendments to the articles, new forms of participation.
- Dealing with conflict: disputes over resolutions and their validity.
Read on: Association · GbR and eGbR · Cooperative and SCE · GmbH and UG
Limits of this overview
This page gives an overview of the basic statutory rules. Resolutions requiring notarisation, deadlines, majorities and the consequences of defective resolutions are not covered.
As at 30 September 2026