The exclusion of a GmbH shareholder can quickly become an important topic. The possible reasons for the exclusion of a GmbH shareholder are both numerous and varied. For example, a need for exclusion may lie in the attachment of a co-shareholder’s share of the business, the change in the shareholding and/or control of a company participating in the GmbH or in an irresolvable conflict between co-shareholders. In the following, the existing design and action alternatives for GmbH shareholders will be presented.
In each of the aforementioned cases and in numerous other scenarios, the exclusion of a GmbH shareholder is possible in principle. Due to a legally only very incomplete regulation of the exclusion provisions in the GmbH-Gesetz [GmbHG], the actual exclusion of a co-shareholder is often associated with unexpected problems and often leads to legal disputes. It is therefore essential, especially in the context of the founding process of the GmbH, to attach importance to clear contractual exclusion regulations when drawing up the company statutes. On the other hand, in most cases, a good legal contract design can prevent the need for an exclusion action. On the other hand, it also ensures – in view of the thin legal situation – the greatest possible legal certainty for all participating shareholders.
Three design options to exclude a GmbH shareholder
In order to fix the procedure for the exclusion of a GmbH shareholder contractually, contract creators can primarily use three different design options:
This article does not replace tax or legal advice in an individual case. Facts, current law, jurisdiction, documentation and implementation remain decisive.