Definition of the term: Majority in the legal context
The term Majority in the legal context primarily refers to reaching a certain threshold of votes or shares, by which a decision, election, or measure becomes legally effective. Majority is particularly significant in corporate law, parliamentary law, and international law. The term ‘Majority’ can refer to persons, votes, or capital shares, and is specifically defined in numerous legal systems and statutes.
Types of Majority
Absolute Majority
Die Absolute Majority exists when more than half of the votes or shares cast are in favor of a proposal. This differs from a simple majority, which merely requires more votes for than against a proposal.
Application in corporate law
In corporate law, for example in shareholders’ meetings, the absolute Majority is often required to pass fundamental resolutions, such as amendments to the articles of association.
Application in parliamentary law
In parliamentary law, the absolute majority is decisive for certain parliamentary decisions, such as the election of the head of government in parliamentary systems (e.g., election of the Federal Chancellor in the German Bundestag according to Art. 63 GG).
Qualified Majority
Die Qualified Majority requires a higher threshold than the absolute majority, for example, two-thirds or three-quarters of the votes. Qualified majorities are usually required for structurally and economically significant decisions in companies or bodies.
Examples in corporate law
For changes to the company’s purpose, dissolution of the company, or mergers, a qualified Majority—usually three-quarters of the votes cast—is prescribed in many company forms.
Simple Majority
Under the Simple Majority the majority of the votes cast or present is understood. It suffices for the proposal to receive more votes than any other option, but not necessarily more than half.
Application in association and corporate law
Many routine decisions in associations, stock corporations, or limited liability companies are made by simple Majority, provided no qualified or absolute majority is legally required.
Majority and minority protection
Regulations for the protection of minorities
Within the legal framework, the application of the Majority must always be viewed in the context of minority protection. This applies especially in corporate law where minority shareholders or members could be disadvantaged by majority resolutions. Statutory provisions, such as rights of challenge or special quorum requirements, serve to protect minorities from the so-called ‘tyranny of the majority.’
Rights of action and challenge
Minority rights enable members of a minority to have decisions based on the Majority reviewed—for example, through actions for annulment in the event of violations of the law or articles of association, such as in resolutions on mergers or capital measures.
Majority in international law
Application in international law and organizations
At the level of international organizations, such as the United Nations or the European Union, the concept of Majority is also of central importance. Depending on the respective statutes and treaties, various forms of Majority are required, such as a simple majority for resolutions or a qualified majority in the Council of the European Union.
Particularities of decision-making
In the international context, additional requirements may apply, for example, a ‘double majority’ in the EU Council (majority of member states and majority of the population). In some cases, abstentions may have different effects on the determination of the Majority than negative votes.
Majority in corporate law
Significance in different types of companies
The term Majority plays a central role in capital companies (e.g., GmbH, AG), especially in the formation of intent. For the validity of a shareholder or general meeting resolution, achieving a certain Majority is usually required.
Stock Corporation (AG)
In the general meeting of a stock corporation (AG), votes are generally conducted according to the Stock Corporation Act either by simple or qualified Majority. Depending on the subject matter of the resolution, the law requires different thresholds (e.g., § 133, § 179 AktG).
Limited Liability Company (GmbH)
In GmbH law, the Majority is regulated in § 47 GmbHG: resolutions are passed by a majority of the votes cast unless the law or the articles of association provide otherwise.
Majority in other areas of law
Majority in electoral law
In electoral law, the Majority plays a key role in the allocation of mandates. Different electoral systems (majority voting, proportional representation) define partly different requirements for the attainment of a Majority.
Majority in association law
In association law, decisions are also made according to the Majority principle. Special majority requirements are prescribed by law for fundamental decisions, such as amendments to the articles or the dissolution of the association.
Majority – distinctions and related terms
Distinctions between other majority terms
In addition to the term Majority, there are numerous related majority concepts, such as consensus (agreement of all parties) or plurality (the relative majority, i.e., the largest single group without absolute majority).
Special forms
- Blocking Minority: Particularly relevant in EU law, a blocking minority can be used to prevent decisions.
- Doubled or reinforced majority: Raised majority requirements such as four-fifths or unanimous decisions, mainly for fundamental resolutions.
Legal consequences of failing to achieve a Majority result
If the Majority required by law or articles of association is not achieved, the respective resolution is usually invalid. In certain situations, a new resolution or an alternative procedure for decision-making may be provided (e.g., runoff elections in electoral law).
Sources and legal basis
Important legal sources for the term Majority include:
- German Civil Code (BGB), especially in association law (§§ 32 ff. BGB)
- Stock Corporation Act (AktG), especially §§ 133, 179 AktG
- Limited Liability Companies Act (GmbHG), especially § 47 GmbHG
- Articles of association and rules of procedure for corporations and organizations
- Treaties and rules of procedure for international organizations (e.g., EU Treaties, UN Charter)
Conclusion
The term Majority is a key concept in the law of all legal systems, with far-reaching implications—from daily decision-making in companies and associations, to parliamentary procedures, to international decision-making processes. The precise definition and the Majority required in each case are always determined by the relevant law and applicable regulations. Knowledge of the specific type of Majority as well as the associated minority protection mechanisms is essential for the legally sound implementation of resolutions and decisions.
Frequently asked questions
What legal consequences does attaining the age of majority have in Germany?
Upon reaching the age of majority, which in Germany occurs at the completion of the 18th year of age according to § 2 BGB (German Civil Code), a person attains full legal capacity pursuant to § 104 ff. BGB. This means that from this point onward, they can independently enter into legally binding contracts, sue and be sued, and make wills. Full delictual capacity is also attained, so the person is fully liable for their own unlawful behavior. In addition, parental custody under § 1626 BGB ends, which in particular grants legal independence in personal and financial matters. Persons of full age also obtain the unrestricted right to vote, provided the other requirements are met, and they may make independent decisions regarding their residence and medical treatments. In criminal law, the adult criminal law applies in principle from the age of majority under the Criminal Code (StGB), unless exceptions under the Juvenile Court Act (JGG) apply.
Can the age of majority in Germany be attained earlier or later?
In Germany, a deviation from the statutory age of majority is generally not possible, since § 2 BGB irrevocably sets it at 18 years. Only in exceptional cases can so-called ‘marriageable age’ according to § 1303 para. 2 BGB be reached at the completion of the 16th year with a court exemption, but this does not confer full legal capacity. Likewise, there are no statutory provisions allowing the postponement of majority. The only way to obtain full legal capacity before reaching majority is by judicial appointment of an ‘authorized agent’ or guardian, but even in those cases, the legal age of majority remains decisive.
What legal differences exist between adults and minors regarding legal capacity?
Adults are fully legally capable pursuant to § 104 BGB and can independently and legally conclude contracts without the consent of third parties. Minors from the age of seven are only partially legally capable (§§ 106 ff. BGB) and require the consent of their legal representatives for most contracts. Up to the third completed year of life, the person is considered incapable of contracting (§ 104 No. 1 BGB); legal transactions made by them are void. Differences also apply for testamentary capacity pursuant to §§ 2229, 2247 BGB; for example, a handwritten will can be made only from the age of 18. Upon attainment of majority, legal transactions that were previously only provisionally effective become fully valid if the adult does not revoke them.
What is the significance of attaining majority in family law matters?
Upon reaching majority, parental custody under § 1626 BGB ends automatically. This applies to both personal and property care. From this point, the adult is no longer dependent on the consent or involvement of the parents in matters such as choosing a place to live, concluding apprenticeship contracts, or marriage. Maintenance issues also change: although the claim to child support generally remains, the claim is then directly against the child, who must assert it themselves. Guardianships or custodianships also end by law with reaching majority, unless continuing care is necessary due to illness or disability under § 1896 BGB.
What are the criminal and procedural consequences of attaining Majority?
Once the 18th year of age has been completed, adult criminal law generally applies. This means that in the event of a criminal offense, the Criminal Code is authoritative, and not the special rules of the Juvenile Court Act (JGG), which provide for more lenient penalties and educational measures. Exceptions can apply pursuant to § 105 JGG if, for young adults (18-20 years), ‘the nature, circumstances, or motives of the offense’ suggest juvenile criminal law should still apply. Procedurally, adult defendants and accused are treated as independent parties and must exercise their rights themselves, including the right to a defense and appearance at main hearings.
What legal provisions apply to adult students or trainees?
Adult students and trainees are generally subject to school or training contract regulations but have full rights and obligations within the relevant legal relationships. A school or training contract can be entered into or terminated independently, and parental consent is no longer necessary. This also applies to taking part in school trips or other school events, consent to tutoring, or extracurricular activities. School confidentiality and data protection rights now apply exclusively to the adult, and parents receive information only with express consent.
How does majority affect existing contracts and obligations entered into before attaining majority?
All contracts concluded by minors before reaching majority, if these were voidable under § 108 (1) or merely legally beneficial, must be confirmed by the person themselves after reaching majority. If this confirmation is not provided, the contractual partner may revoke the contract. For contracts in which the parents acted as legal representatives, there are no changes. In lease, employment, or training relationships, the adult contract partner becomes the sole legal holder upon reaching majority and must, for example, independently pay rent or manage employment relationships. Obligations, such as payment of outstanding debts, become personally enforceable at majority, and in liability issues, only the now adult is held accountable.
