General meeting of founders is the governing body of a limited liability company, although sometimes this name is used as an meeting of shareholders that is an invalid version. General meeting of founders - as the name implies - describes the views of the associates and, therefore, the people who contributed to the capital of the company contributions. So nothing unexpected, this body performs the important decisions in the company. Partners implement decisions relating to activities of the company through resolutions passed at the shareholders ' meeting (art. 227 § 1 of the code of commercial companies). The General meeting of participants is significant, regardless of the number of represented shares (article 241 of the code). The meeting shall be taken of their shares. As a rule, the founder has as many votes as has a share (except for shares with different nominal values and preference shares). According to the terminology of the legal votes are votes "pros", "cons" or "abstained", filed in the course of voting in accordance with the law or contract of the society (article 4 § 1 n. 9 code).
There are following majority of votes: the simple, qualified and absolute.
Simple majority of votes is simply the ratio of full votes "pros" and "cons" And this for a certain resolution more partners acts "pros" than "cons". Not considered here votes "abstained;".
The truth is that decisions are taken by absolute majority of votes (article 245 of the code). The concept of the absolute majority was put by the legislator in article 4 § 1 n. 10 of code is more than half the votes – and that means that 50% of the votes plus one vote more. This must not be confused with the situation that the majority of 50% plus one vote of all votes that have partners. It is only about saluting the votes. In this majority, the votes "pros", "cons" and "abstained". So we see that the vast majority of ordinary differ only in the method of the recount of votes " abstained;". The norm in societies is the decision-making with this more. The exception is the appropriate or simple majority, which requires a clear normative legitimacy.
A qualified majority is a unique majority of votes, which exceeds the absolute majority of a certain degree. The code of commercial companies distinguishes the majority of 2/3 of votes, for example, to change the agreement of the company or concerning the company's sales; most ¾ the separation of a limited liability company or changes to, a limited liability company into a joint stock company. Code often requires a qualified majority, rather, when changes are of great importance for the company. These rules are of a changing nature, that is, the partners may set more stringent about the need for a qualified majority than provide the code, but can't apply the solution more liberal, because in accordance with article 58 § 1 of the civil Code combined. of article 2 of the commercial Code would not be valid.
In some cases it requires 100% of votes of the founders. This can occur when variation of the contract of society, which increases the benefits of all founders, or reduces their equity rights.