GmbH law: Interim legal protection against disputed shareholder lists

In legal disputes over the accuracy of the shareholder list entered in the commercial register, effective legal protection for excluded shareholders is often at stake. Until now, interim relief measures have been applied restrictively, but the Higher Regional Court has now adjusted its approach. The importance of the shareholder list should not be underestimated, as it effectively determines shareholder rights, regardless of their accuracy.

The inclusion or removal of a shareholder from the shareholders' list can have serious consequences. The legitimizing effect of the list means that only shareholders listed there can exercise their rights, regardless of possible errors. The excluded shareholder thus loses virtually all participation rights. Even if they later win in court, they remain disenfranchised during the process, while the remaining shareholders have free rein.

Interim relief plays a crucial role here. It can provide a temporary safeguard for shareholder rights before a final resolution is reached. However, whether and under what circumstances this protection is granted has long been controversial. In particular, the courts have addressed the question of whether subsequent corrections to previously submitted shareholder lists are possible.

The Berlin Higher Regional Court has now clarified that a subsequent correction of the list is also possible in interim proceedings, particularly if the company attempts to thwart the shareholder's legal protection. This ruling ensures that effective legal protection is guaranteed even after the resolution has been passed.