Can I simply sell my shares as a partner of a GmbH?
April 16, 2024 | 55,00 EUR | answered by Christian Ahlert
Dear lawyer,
I am Jürgen Ullmann and a shareholder of a GmbH. In recent months, I have been considering selling my shares in the GmbH, as I wish to withdraw from the company for personal reasons. However, I am unsure whether I can simply sell my shares, or if there are legal hurdles or restrictions involved.
Currently, I hold 30% of the shares in the GmbH, while my two co-shareholders each hold 35%. We have not yet agreed on any regulations regarding the sale of shares in the articles of association. I am aware that in such cases, it depends on the legal provisions in corporate law, but I am unsure how exactly they apply in my situation.
My concern is that my co-shareholders may have a right of first refusal or could refuse the sale of my shares for other reasons. I want to ensure that I can sell my shares properly and legally, without any conflicts or legal disputes arising.
So my question to you is: Can I as a shareholder of a GmbH simply sell my shares, or are there any specific legal aspects I need to consider? Are there possible solutions to make my exit from the GmbH as smooth as possible?
Thank you in advance for your support.
Kind regards,
Jürgen Ullmann
Dear Mr. Ullmann,
Thank you for your inquiry regarding the sale of your shares in the GmbH in which you are involved. The sale of shares in a GmbH is indeed a complex topic that involves various legal aspects. It is important that you are aware that selling shares in a GmbH is not as straightforward as selling stocks on the stock exchange. In your case, you hold 30% of the shares, while your fellow shareholders hold 35% each. Since there have been no provisions regarding the sale of shares in the articles of association, the legal provisions of corporate law apply.
First and foremost, you need to determine whether your fellow shareholders have a right of first refusal. A right of first refusal means that your fellow shareholders have the right to acquire your shares at the same price at which you wish to sell them. If a right of first refusal exists, you must first offer your shares to your fellow shareholders before offering them to third parties. It is important to keep this in mind to avoid conflicts.
If your fellow shareholders do not have a right of first refusal and you wish to sell your shares to third parties, you must ensure that the sale is properly documented. This typically includes obtaining the consent of all shareholders to make the sale legally valid. It is advisable to involve a notary to certify the sale properly and avoid potential disputes in the future.
There is also the option of reaching an agreement with your fellow shareholders on the sale of shares to facilitate the process. In this agreement, you can specify, for example, under what conditions you can sell your shares and how the sale price will be determined.
Overall, it is advisable to seek advice from an experienced lawyer to ensure that the sale of your shares is legally sound. A lawyer can help clarify the specific legal aspects in your case and avoid potential conflicts.
I hope this information has been helpful to you, and I am available for further questions.
Sincerely,
Christian Ahlert
