New holding law – changes to the governance of affiliated companies

On 13.10.2022, important changes to the holding law came into force. Affiliated entities within the same capital group may now form a group of companies in which the parent company will exercise unified management over the subsidiaries, inter alia, by means of binding instructions issued to the management boards of these companies, “if it is justified by the interests of the group of companies“.

The members of the management boards of subordinate companies will not be liable for the execution of a binding instruction, but with a few exceptions (e.g. where the execution of the instruction is not in accordance with the subsidiary’s articles of association or statute, where it would lead to insolvency or is feared to be contrary to the company’s interests and would cause damage to the company).

Participation in a group of companies within the meaning of the new regulations is not mandatory and is left to the discretion of the shareholders of the subsidiaries. On the formal side, it will require the adoption of an appropriate resolution and notification to the business register of the National Court Register. Only from the date of entry of the information in the National Court Register will the companies be able to apply the new holding law.

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