The list of shareholders is a central element for transparency and legal certainty in a GmbHIt documents the ownership structure and is therefore of great importance for the shareholders and other persons. It ensures that the information about the shareholders of a GmbH is always up to date and accessible to the commercial register, business partners and other interested parties. Only those who are on the list of shareholders are considered shareholders and may assert their rights as shareholders, such as voting rights and profit claims.
The submission and updating of the list of shareholders is an important process that ensures legal certainty and transparency within the German corporate landscape. Careful document maintenance with lawyers ensures the smooth operation of a GmbH and protects the interests of all those involved.
Legal Basis and Obligations
The German Commercial Code (HGB) and the German Limited Liability Company Act (GmbHG) regulate the maintenance and submission of the list of shareholders. Section 40 GmbHG is particularly relevant here, as it stipulates the obligation to submit the list of shareholders to the commercial register. This includes submission to founding of the GmbH as well as updating in the event of changes in the shareholder structure or the extent of its shareholdings.
Role of the lawyer in the shareholder list
A specialized lawyer will assist you in correctly preparing and submitting the list of shareholders through a notary. He will help you to meet the legal requirements and advise you on all questions relating to the list of shareholders in order to avoid legal pitfalls.
Contents of the shareholder list according to the GmbHG
According to Section 40 GmbHG, the list of shareholders must contain the names, places of residence of the shareholders, the amount of their contributions and the serial numbers of their shares. If companies are shareholders, their company name, their registered office and the commercial register number must be stated. This information is essential in order to comply with the legal framework.
Importance of correct filing and legal consequences
The correct and timely submission of the list of shareholders is crucial to avoid legal consequences, such as fines. Compliance with the legal requirements protects the GmbH and its shareholders from possible legal problems.
What happens when you buy a GmbH?
When a GmbH is purchased, shares are transferred and the shareholder structure changes. This change must be reflected in the list of shareholders and submitted to the commercial register. The buyer joins as a new shareholder, while the seller is removed from the list of shareholders. This update serves the purpose of transparency and ensures that the publicly visible shareholder structure corresponds to the actual ownership structure.
Where is the list of shareholders submitted?
The list of shareholders is submitted to the relevant commercial register. The commercial register is kept at the local court in whose district the GmbH is based. The submission is made electronically by a notary. However, it can be prepared by a lawyer.
When does the list of shareholders need to be updated?
Updating the list of shareholders is necessary in the following cases:
- When founding the GmbH
- In the event of changes in the shareholder structure (e.g. purchase/sale of shares)
- In the event of changes in the scope of the shareholdings of individual shareholders
- In case of address changes of the shareholders
- In case of changes in the amount of deposits made
- When transferring shares to new shareholders
- When a shareholder is excluded
- When withdrawing shares
Who has to submit the list of shareholders?
The responsibility for submitting the list of shareholders lies with the managing director of the GmbH. The managing director must ensure that the list is always up to date and that all necessary changes are submitted to the commercial register promptly. If this obligation is violated, sanctions can be imposed on both the GmbH and the managing director personally. To do this, the managing director must sign the new list of shareholders with a notary, who will certify the signature. If a notary is required for the legal transaction according to which the change to the list of shareholders is to be made, for example for the notarial certification of the transfer of shares, the amended list can also be submitted by a notary. A power of attorney is also usually issued for this purpose.
Further obligations in the event of a change of shareholders
It should be noted that a change to a list of shareholders in the commercial register does not automatically lead to a change in the transparency register. Both registers must be kept independently of each other and have different requirements for the entry of changes.
Importance of correct filing and legal consequences
Correct and timely submission of the list of shareholders is essential to avoid legal consequences. Violations of the submission obligation can lead to fines and other legal problems. It is therefore important to take the legal requirements seriously and, if necessary, to seek legal advice.
Careful observance of legal regulations and the support of a specialized lawyer ensure that the GmbH meets its legal obligations. This contributes to legal certainty and protects the interests of all parties involved.
A shareholder who is wrongfully excluded from the company or whose shares are wrongfully withdrawn can and should defend himself by way of interim legal protection through an interim injunction against the submission of an amended list of shareholders that no longer identifies him as a shareholder or no longer correctly identifies him as a shareholder. Otherwise, a subsequent measure could result in him completely losing his rights as a shareholder.
As an experienced lawyer and specialist in corporate and commercial law I am at your side to support you with all questions about the shareholder list and beyond. Contact me to ensure that your GmbH meets all legal requirements and to receive comprehensive advice.
