What rights and obligations do shareholders of a GmbH have?
June 27, 2023 | 55,00 EUR | answered by Christian Ahlert
Dear lawyer,
My name is David Tressel and I am a shareholder of a GmbH. Lately, I have been wondering about the rights and obligations that I have as a shareholder, and whether I am fulfilling my duties correctly.
The GmbH was founded five years ago by myself and two other partners. Initially, everything ran smoothly, but recently there have been more disagreements and disagreements. I am now wondering whether as a shareholder, I have the right to make certain decisions or if I simply have to comply with the majority decisions of the other shareholders.
Furthermore, I am unsure about what duties I have as a shareholder. I want to ensure that I fulfill all legal requirements and do not make any mistakes that could potentially have legal consequences.
Could you please explain in detail what rights and duties shareholders of a GmbH have? Are there specific laws or regulations that I must adhere to? And what can I do to avoid or resolve potential conflicts with my fellow shareholders?
Thank you in advance for your help, and I look forward to your detailed advice.
Kind regards,
David Tressel
Dear Mr. Tressel,
Thank you for your inquiry regarding your rights and obligations as a shareholder of a GmbH. As a lawyer specializing in corporate law, I am happy to offer you my expertise to answer your questions in detail.
As a shareholder of a GmbH, you have certain rights and obligations that arise from the GmbH Act (GmbHG). Your rights include the right to participate in shareholder meetings, voting rights in decision-making processes, the right to share in profits, and the right to access the company's books and documents. You also have the right to be informed about important matters of the company and to have a say in relevant decisions.
Regarding your obligations as a shareholder, it is important to mention the obligation to contribute the agreed-upon share capital and the duty of loyalty and cooperation with other shareholders and management. You must uphold the interests of the GmbH and refrain from acting to your own advantage. Additionally, you are required to comply with legal regulations and provisions of the company's articles of association.
In case of disagreements and conflicts with your fellow shareholders, it is advisable to first engage in dialogue and try to find an amicable solution. If this is not possible, mediation or arbitration may be considered. As a last resort, legal action can be taken to enforce your rights.
It is essential to stay informed about your rights and obligations as a shareholder and consult a lawyer specializing in corporate law in case of any uncertainties. I am available for further questions and advice.
Sincerely,
Christian Ahlert
Lawyer specializing in corporate law
