What are the consequences if a shareholder files for bankruptcy?
November 17, 2023 | 40,00 EUR | answered by Otto König
Dear attorney specializing in corporate law,
I am writing to you with an urgent question regarding my current situation as a shareholder of a GmbH. My name is Ludwig Busch and I am one of three shareholders in our company. Unfortunately, one of our shareholders recently filed for insolvency, which has us all very concerned. We are wondering what consequences this could have for our company and how we can best prepare for it.
Our GmbH has been successfully operating in the market for several years and has built a stable customer base. We have invested a lot of time and effort together to build and establish our company. The insolvency of a shareholder came as a surprise to us and we are worried about the potential impact this could have on our company.
Our main question is: What specific consequences occur when one of our shareholders declares insolvency? Are we, as the remaining shareholders, liable in any way or should we expect legal consequences? How can we best protect our GmbH from the effects of insolvency and what steps should we take now to safeguard ourselves?
We request your expert advice and support in this difficult situation. Thank you in advance for your help and your time.
Sincerely,
Ludwig Busch
Dear Mr. Busch,
Thank you for your inquiry regarding the insolvency of one of your shareholders and the potential consequences for your company. It is understandable that you are concerned and thinking about how you can best prepare for this situation. As a lawyer specializing in corporate law, I would be happy to assist you in clarifying your questions.
First and foremost, it is important to understand that the insolvency of a shareholder of a GmbH generally does not have direct consequences for the GmbH itself. The insolvency of a shareholder primarily affects his personal liability and his participation in the company's assets. The other shareholders are generally not directly affected by the insolvency.
However, there may be indirect consequences for the GmbH, especially if the insolvent shareholder is also a managing director or authorized officer of the GmbH. In this case, the insolvency of the shareholder can lead to problems in the business operations and jeopardize the liquidity of the GmbH. It is therefore advisable to review the business relationship with the insolvent shareholder and, if necessary, take measures to maintain the business activities of the GmbH.
Regarding the liability of the remaining shareholders, they usually do not have to be liable for the debts of the insolvent shareholder, unless there are personal guarantees or other liability obligations. The liability of the shareholders of a GmbH is generally limited to their capital contributions, unless they have acted grossly negligent or intentionally.
To best protect your GmbH from the consequences of insolvency, I recommend reviewing and, if necessary, adjusting the articles of association and statutes. Additionally, you should conduct regular business and liquidity analyses to identify potential risks early and take appropriate measures.
If you have any further questions or would like more detailed advice, I am at your disposal. Please do not hesitate to contact me.
Best regards,
Otto König
