How can I exclude a shareholder from the GmbH?
June 12, 2024 | 50,00 EUR | answered by Christian Ahlert
Dear corporate lawyer,
I am reaching out to you with an urgent question regarding my GmbH. My name is Wilhelm Kleine and I am the managing director and shareholder of a GmbH. Lately, there have been increasing disagreements between one of the shareholders and myself, which are significantly impacting our collaboration. I am concerned that the situation could deteriorate further and would like to know how I can exclude this shareholder from the GmbH.
The current situation is characterized by tensions and conflicts between me and the relevant shareholder. These disagreements have been building up over a longer period of time and are now affecting the working atmosphere and the efficiency of business processes. I am worried about the long-term stability and success of the GmbH, as this negative dynamic is impacting the entire company.
I am wondering what legal options are available to me to exclude the shareholder from the GmbH. Are there specific provisions in the Articles of Association that allow for exclusion? What steps need to be taken and how can I proceed to be legally protected? Is it possible to remove the shareholder from the GmbH against their will and what consequences could arise from this?
I kindly request your expert advice and support in finding a solution to this difficult situation. Thank you in advance for your help.
Sincerely,
Wilhelm Kleine
Dear Mr. Kleine,
Thank you for your inquiry regarding the discrepancies with a shareholder of your GmbH. It is understandable that you are concerned about the long-term stability and success of your company when cooperation is strained by conflicts. In such cases, it is important to take timely action and consider possible legal steps.
First and foremost, it is important to mention that a shareholder cannot generally be excluded from a GmbH against their will. The reasons for excluding a shareholder are regulated in the GmbH Act (GmbHG) and may include serious breaches of duty or incompatibility with the company's purpose. Therefore, it is crucial to determine whether the discrepancies with the shareholder in question have such a serious basis that would justify their exclusion.
In your case, you should first review the articles of association of your GmbH. Often, articles of association include provisions that allow for the exclusion of a shareholder under certain conditions. If such provisions exist, you should abide by them and take the necessary steps.
If the articles of association do not contain specific provisions for exclusion, you can try to reach an out-of-court settlement with the affected shareholder. Such a settlement may involve the voluntary sale of the shareholder's business interests. If an agreement cannot be reached, you may consider consulting a corporate law attorney to initiate legal steps.
It is important to note that a judicial exclusion of a shareholder is usually only possible under certain conditions and may involve risks. Therefore, it is advisable to seek legal advice beforehand to determine the best course of action.
I hope this information is helpful to you and I am available to answer any further questions you may have. Best of luck in resolving your situation.
Sincerely,
Christian Ahlert
Corporate Law Attorney
