What options do I have to exclude a shareholder from the GmbH?
October 6, 2022 | 40,00 EUR | answered by Christian Ahlert
Dear law firm,
I am reaching out to you with an urgent question regarding my company. I am the managing director and shareholder of a GmbH and have recently discovered that a fellow shareholder has abused my trust. He has made several unilateral decisions that have harmed the company and not adhered to our internal agreements. This has led to tensions among the shareholders and significantly strained the working atmosphere.
I am concerned that this situation could worsen and would like to exclude the shareholder in question from the GmbH. However, I am unsure of the legal options available to me in this case. Can I simply exclude the shareholder from the company or are there certain steps that I must follow?
I want to ensure that I proceed legally correctly and avoid any further problems for the company. Are there alternative solutions that I should consider to resolve the situation and prevent escalation? I would greatly appreciate your professional support in this matter.
Thank you in advance for your assistance.
Sincerely,
Jakob Endres
Dear Jakob Endres,
Thank you for your inquiry regarding the exclusion of a partner from your GmbH due to breach of trust and unauthorized decisions. This situation can indeed be very stressful, and it is important to proceed legally correctly to avoid further problems for the company.
In principle, it is possible to exclude a partner from a GmbH, but only under certain conditions and in compliance with legal regulations. The exclusion of a partner may be governed, for example, in the articles of association or in a shareholder resolution. It is important to check whether there are specific provisions in your articles of association that provide a basis for excluding the relevant partner.
If there are no specific provisions in the articles of association, the exclusion of a partner usually must be approved unanimously by all shareholders. If this is not possible, judicial measures may also be considered to enforce the exclusion. However, it is advisable to seek legal advice before taking such a step in order to assess the chances of success and risks.
An alternative solution could also be to have a clarifying conversation with the relevant partner and to find a solution together to defuse tensions and conflicts. Mediation procedures may also be considered to achieve a mutually agreed solution.
In any case, I recommend that you contact a lawyer specializing in corporate law to discuss your specific situation and work together to develop the best possible course of action. I am available for a personal consultation and will support you in resolving this matter.
Thank you for your trust, and I wish you success in handling this difficult situation.
Best regards,
Christian Ahlert
