What obligations do I have as a shareholder of a GmbH towards the other shareholders?
December 26, 2022 | 40,00 EUR | answered by Otto König
Dear corporate lawyer,
My name is Friedhelm Nitsche and I am a shareholder of a GmbH. In our company, there are a total of five shareholders, including my long-time business partner and friend. Lately, there have been increasing disagreements and conflicts among the shareholders, mainly concerning the responsibilities and duties within the company.
As a shareholder, I am aware of my responsibilities, but sometimes I lack a precise understanding of my specific duties towards the other shareholders. I want to ensure that I fulfill my obligations in accordance with the corporate governance correctly and do not cause or exacerbate conflicts.
My concerns mainly revolve around the fact that uncertainties about the duties and responsibilities of the shareholders could lead to misunderstandings and tensions that could ultimately affect the cooperation and success of the company.
Therefore, as an experienced corporate lawyer, I would like to ask for your advice: What specific duties do I have as a shareholder of a GmbH towards the other shareholders? How can I ensure that I fulfill my responsibilities correctly and avoid potential conflicts?
I look forward to your professional assessment and possible solutions to ensure transparent and harmonious cooperation within our company.
Thank you in advance.
Best regards,
Friedhelm Nitsche
Dear Mr. Nitsche,
Thank you for your message and your trust in my expertise in the field of corporate law. It is understandable that uncertainties about the duties and responsibilities of shareholders can lead to tensions within the company. It is important that all shareholders are aware of their duties and fulfill them correctly to ensure smooth collaboration and the success of the company.
As a shareholder of a GmbH, you have various duties and responsibilities that arise from the law, the articles of association, and the corporate governance. Below, I would like to explain to you the most important duties and responsibilities of shareholders of a GmbH:
1. Duty of loyalty: As a shareholder of a GmbH, you are obligated to be loyal to the company and the other shareholders. You must not take actions that are contrary to the interests of the company or disadvantage the other shareholders.
2. Duty to inform: Shareholders have a duty to inform the other shareholders. They must inform them about important matters of the company and grant them access to the business documents.
3. Duty to participate: Shareholders have the right to attend shareholders' meetings and participate in them. They should actively contribute to the decision-making processes and consult and decide on important matters together with the other shareholders.
4. Liability: As a shareholder, you are generally only liable with your contribution. It is important that you do not take actions that could lead to personal liability.
To avoid potential conflicts and ensure transparent and harmonious collaboration, I recommend holding regular shareholders' meetings where important decisions are made together. Address disagreements and conflicts early on and, if necessary, seek dialogue with the other shareholders or a mediator.
It may also be helpful to revise the articles of association and include clearer provisions regarding the duties and responsibilities of shareholders. If in doubt, I recommend seeking advice from an experienced corporate lawyer to clarify your rights and duties as a shareholder.
I hope this information is helpful to you and wish you all the best for your future collaboration in the GmbH.
Best regards,
Otto König
