Hauptversammlung

Hauptversammlung translates as “main meeting” and is the general meeting of shareholders in a joint-stock company (Aktiengesellschaft, AG) in German-speaking jurisdictions. It is the supreme decision-making body of the company and is responsible for key corporate actions that affect ownership rights.

In Germany and Austria, the Hauptversammlung elects the members of the supervisory body (Aufsichtsrat) in a two-tier system, approves the annual financial statements and the appropriation of profits, and decides on distributions such as dividends. It also approves measures that affect the share capital, such as capital increases, the issuance of bonds or other equity-linked instruments, and it appoints or dismisses auditors. The meeting can adopt resolutions on the Satzung (articles of association) and other fundamental corporate rules, within the limits of the law and the company’s own articles.

The meeting is convened by the management board (with the consent of the supervisory board) and held at a time and place defined by law and the company’s articles. Shareholders or their proxies vote on agenda items. Attendance, voting, and representation are regulated; voting may also be conducted by proxy or, in many jurisdictions, by electronic or remote participation. There are often minimum notice periods and rules governing the inclusion of items on the agenda, especially the right of shareholders to request items for discussion.

The term and practice may differ in other jurisdictions, but in the German-speaking corporate context the Hauptversammlung is the central event where ownership rights meet governance, with decisions shaped by statutory requirements under the Aktiengesetz (AktG) or comparable national law.