What happens in a GmbH when a shareholder dies?
August 29, 2022 | 50,00 EUR | answered by Helma Beck
Dear lawyer,
I have a question regarding company law, which relates to a specific situation in our GmbH. My name is Nina Rothwiller and I am a shareholder of our GmbH together with my husband. Unfortunately, my husband recently passed away, and I am now concerned about what will happen to his share in the business and his rights as a shareholder.
Currently, I am the sole managing director of the GmbH, as my husband and I each held 50% of the shares. Now I am wondering if my husband's share automatically transfers to me or if there are specific regulations in place. Additionally, I am wondering if I have sole decision-making authority or if the heirs of my deceased husband also have a say.
My goal is to maintain control over the GmbH and ensure that the business continues to run smoothly. Are there ways to legally secure this process and avoid potential conflicts with the heirs of my deceased husband?
I look forward to your assessment and possible solutions in this matter. Thank you in advance for your help.
Sincerely,
Nina Rothwiller
Dear Mrs. Rothwiller,
First and foremost, I would like to offer my sincere condolences on the passing of your husband. I understand that you are in a difficult situation and are concerned about what will happen to his share in the business and his rights as a shareholder of your GmbH.
Regarding shares in a GmbH, there are certain legal regulations set out in the Limited Liability Company Act (GmbHG). According to § 15 (1) GmbHG, the share of a deceased partner generally becomes part of the estate. This means that the share automatically passes to the heirs of your husband. The heirs will become shareholders of the GmbH and will have corresponding rights and obligations.
As the sole managing director, you are responsible for the operational management of the GmbH, but you must involve the heirs of your deceased husband in important decisions that go beyond day-to-day administration. This means that the heirs have a say in decisions that go beyond normal business operations, such as changes to the articles of association, the admission of additional shareholders, or the appointment of managing directors.
To avoid conflicts with the heirs and secure your control over the GmbH, I recommend that you initiate early discussions with the heirs. Together, you can clarify how future collaboration should be structured and whether it is possible to make arrangements in the articles of association that strengthen your position as the sole managing director and majority shareholder.
It may also be beneficial to involve a notary public or lawyer to assist with drafting provisions in the articles of association or mediating between you and the heirs. This way, you can ensure that your interests are protected and that the GmbH can continue to operate successfully in the future.
I hope this information is helpful to you and I am available for any further questions or assistance you may need.
Best regards,
Helma Beck
