What are the consequences if a shareholder fails to make his contribution?
March 23, 2022 | 40,00 EUR | answered by Otto König
Dear lawyer specializing in corporate law,
I am reaching out to you as a shareholder of a GmbH facing the issue that a fellow shareholder has not contributed his capital. The company was founded a year ago and each shareholder was obligated to bring in a specific amount as capital. Unfortunately, my fellow shareholder, Mr. Müller, has not yet made his capital contribution, despite it being contractually agreed upon.
The current situation is concerning to me as we rely on the shareholders' contributions to successfully operate the business. Due to Mr. Müller's missing capital, our liquidity is at risk and there is a possibility that we may not be able to meet our financial obligations. I fear that this could potentially lead to the insolvency of the company in the long run.
Therefore, I would like to know from you what consequences there are when a shareholder does not fulfill his capital contribution. Are there legal steps that we, as a company, can take to compel Mr. Müller to fulfill his obligations? What options do we have to compensate for the missing capital and ensure the financial stability of the company?
Thank you in advance for your support and advice on this matter.
Sincerely,
Tina Gehrmann
Dear Mrs. Gehrmann,
Thank you for your inquiry regarding the issue with your fellow shareholder who has not made his contribution. This situation can indeed be very problematic for a GmbH, as the contributions of the shareholders often represent an important basis for the financial stability and liquidity of the company.
If a shareholder fails to make his contribution, this can have various consequences. Firstly, the shareholder is contractually obligated to make his contribution. By failing to do so, he is therefore violating the articles of association and may be in default. In such a case, you as a company can take legal action against the delinquent shareholder.
One option would be to send Mr. Müller a written request to pay his contribution and set him a reasonable deadline. If he does not comply with this request, you can initiate legal action as a company to demand the contribution. This could be done, for example, by initiating a judicial dunning procedure or a lawsuit.
Furthermore, in such a situation, there is also the possibility to compensate Mr. Müller's contribution through other means. This could, for example, be done by admitting a new shareholder who takes over the missing contribution from Mr. Müller. However, it is important that this is done in accordance with the articles of association and legal regulations.
To secure the financial stability of your company and prevent insolvency, it is important to act quickly and take appropriate measures. Therefore, it is advisable to contact an experienced corporate lawyer as soon as possible to clarify the situation and find the best possible solution.
I hope that my explanations are helpful to you and I am available for further questions.
Best regards,
Otto König
Corporate Lawyer
