What duties do I have as a shareholder of a GmbH (limited liability company)?
January 20, 2024 | 40,00 EUR | answered by Christian Ahlert
Dear Corporate Lawyer,
I am reaching out to you because as a shareholder of a GmbH, I have some uncertainties regarding my duties. I have been a shareholder of my father's GmbH, which operates in the IT consulting sector, for several years. Lately, I have noticed that my involvement in decision-making and communication within the company is quite limited. Even though I regularly attend shareholder meetings, I often feel insufficiently informed about important decisions being made.
I am concerned that my rights as a shareholder are not being adequately protected and that I may be neglecting duties that are entitled to me as a shareholder. I wonder what specific duties I have as a shareholder of a GmbH and how I can ensure that they are being fulfilled.
Additionally, I would like to know if there are ways to strengthen my involvement in decision-making processes within the company and how I can effectively represent my interests as a shareholder.
I appreciate your support and advice in advance.
Sincerely,
Simon Dörr
Dear Mr. Dörr,
Thank you for your inquiry regarding your duties as a shareholder of a GmbH and your concerns about the limitations of your involvement in decision-making within the company.
As a shareholder of a GmbH, you have certain rights and obligations that are regulated by the GmbH Act. Your duties as a shareholder include, among others, the obligation to contribute your share capital, participation in shareholder meetings, voting on decisions, and adhering to loyalty duties towards the company. Additionally, you also have the right to information about the company's affairs, the right to profit participation, and the right to access the company's books and records.
In terms of your concern about the lack of information and involvement in decision-making within the company, there are several ways in which you can strengthen your interests as a shareholder. Firstly, you should engage in a conversation with the other shareholders and the managing director of the GmbH and express your concerns. It is important that you actively exercise your rights as a shareholder and advocate for transparent communication within the company.
Furthermore, as a shareholder, you may also have the right to request a special audit to examine the management of the GmbH. This can provide you with further insights into the company's management and help you advocate for your interests as a shareholder.
It is advisable for you to also consult with a lawyer specializing in corporate law to discuss your specific situation and consider legal steps that can help protect your rights as a shareholder. A lawyer can also assist you in strengthening your involvement in decision-making processes and effectively representing your interests within the company.
I hope this information is helpful to you and I am available for further questions.
Sincerely,
Christian Ahlert
Corporate Law Attorney
