How can I exclude shareholders from a GmbH?
October 10, 2023 | 40,00 EUR | answered by Chloé Schmitt
Dear lawyer,
my name is Gertrud Schäfer and I am a shareholder of a GmbH. However, there are discrepancies with another shareholder in our company, leading to tensions and conflicts. Due to this situation, I would like to know how I can exclude this shareholder from the GmbH.
The current situation is currently characterized by discrepancies and conflicts that hinder smooth cooperation within the company. This situation not only affects the company climate, but also jeopardizes the long-term success and development of the GmbH. For this reason, I am concerned and seeking possible solutions to resolve the tensions and exclude the unpleasant shareholder.
Therefore, my question is: How can I, as a shareholder of a GmbH, exclude another shareholder? What legal options are available to initiate this step and what steps need to be taken? Are there specific requirements that must be met in order to effectively exclude a shareholder from the GmbH?
I request your expert advice and support on this matter and thank you in advance for your help.
Sincerely,
Gertrud Schäfer
Dear Mrs. Schäfer,
Thank you for your inquiry regarding the discrepancies with another shareholder in your GmbH and the question of how to exclude this shareholder from the GmbH. The situation in which your company currently finds itself is certainly challenging, and it is understandable that you are looking for solutions to resolve the tensions and exclude the unwanted shareholder.
In principle, it is possible to exclude a shareholder from a GmbH. However, this cannot be unilaterally decided by a single shareholder, but requires certain legal steps and requirements that must be observed. First and foremost, it is important to check whether the shareholders' agreement or the company's articles of association contain provisions for the exclusion of shareholders. In many cases, there are already corresponding regulations in place that govern the exclusion process.
If there is no provision in the articles of association, the exclusion of a shareholder usually requires a unanimous decision by all shareholders. This means that the affected shareholder must also agree to the exclusion. If they do not voluntarily agree, you can try to achieve the exclusion through other means, such as through legal measures. However, it should be noted that the court will only exclude a shareholder in justified cases.
In such a case, it is advisable to consult an experienced attorney specializing in corporate law, who can advise and support you in this matter. Together, you can analyze the situation, examine the legal options, and plan the next steps.
I hope this information is helpful to you and I am available for any further questions. Good luck in resolving the conflicts in your GmbH.
Best regards,
Chloé Schmitt
