Öffnungsklauseln in GmbH-Satzungen

»Opening Clauses in Articles of Association of Limited Liability Companies«: The work examines opening clauses in the articles of association of limited liability companies (GmbH) and assigns them to the problem of circumvention of the law. The author categorizes opening clauses according to the scope of the decisions based on them. The so-called small opening clauses are classified as a harmless avoidance of the law. In the author's opinion, large opening clauses partly lead to a circumvention of the law with the consequence that the circumvented provisions must be applied analogously.