TURGERLEGAL - Expertise. Reliability. Dedication
Lawyer for corporate disputes (shareholder disputes) in Berlin
Your competent contact in corporate law
Problems among shareholders - conflicts are not uncommon in the best business relationships
As the owner of a GmbH or GbR (German Limited Liability Company), it is important to safeguard the company's well-being. However, conflicts between shareholders occur frequently, and such disputes can lead to the exclusion of a shareholder or managing director. This loss can have serious financial consequences for the affected individual. To protect your financial success, it is therefore advisable to review the partnership agreement. A carefully drafted partnership agreement contains provisions for disputes among shareholders. In such cases, a corporate lawyer can act as a neutral mediator.
Have you completely cut off contact with your fellow shareholders? In this case, you should consult a lawyer immediately to avoid rash actions during the dispute. Even if a shareholder dispute has already escalated, there are various ways to calm the situation.
Peaceful settlement of conflicts between shareholders
There are various ways to settle a shareholder dispute:
Mediation
- A lawyer can act as a mediator between the parties.
- The mediator supports the parties in finding a solution and moderates the discussions.
Removal of a shareholder-managing director
- A shareholder can only be excluded under certain circumstances, such as if insolvency proceedings are initiated against the shareholder or if the duty of loyalty is breached.
- To exclude a shareholder, a two-thirds majority of the shareholders is generally required. The departing shareholder has no voting rights.
- Unless otherwise provided in the articles of association, a lawsuit can then be filed in court to enforce the exclusion.
Redemption of shares
- Upon redemption, the shares of the shareholder in question are rendered invalid.
- This is only possible if the statutes expressly provide for it.
- An objective reason, such as the seizure of shares or the loss of a professional qualification, is sufficient for confiscation.
- Redemption generally requires a majority of the shareholders’ votes (including the affected shareholder).
- If the redemption is successful, a severance payment must normally be paid to the outgoing shareholder.
- The amount of the compensation depends on the partnership agreement. If this does not contain any provisions, the market value of the shares of the affected partner must be determined.
Removal of management
- This requires a majority decision of the general meeting of shareholders, unless the articles of association provide otherwise.
- The managing partner has a right to vote unless he is removed from office for good cause.
- Important reasons may include various breaches of duty, such as breach of trust, lack of legal capacity due to lack of knowledge or a prison sentence.
- The articles of association may also stipulate that the managing partner can only be removed from management for specific reasons, such as a change of residence or the assumption of political office.
Special case: 2-person company
Within a two-person company, a shareholder conflict is particularly difficult. A stalemate arises due to mutual decisions and accusations.
- Due to the lack of a majority vote, the mutual resolutions are not legally secure.
- The only solution is for the shareholders to reconcile or for the company to be dissolved.
How to defend yourself against attacks and counteract exclusion from society
With the help of an interim injunction and/or lawsuit, you have the opportunity to take action against the exclusion of a shareholder and the confiscation of the company share.
It is recommended to apply for an injunction if a lawsuit cannot be filed in a timely manner. For example, an injunction may be necessary if an amended list of shareholders could be filed with the commercial register. An injunction prevents the opposing party from registering the amended list of shareholders. Grounds for an injunction must exist to obtain one against the exclusion of a shareholder and the forfeiture of their share. Grounds for an injunction exist if there is no less restrictive measure available than an injunction.
You can file a lawsuit against a shareholders' resolution. To challenge a shareholder resolution, you can file an action for annulment or a claim for nullity. Grounds for nullity can include, for example, serious errors in convening the shareholders' meeting. Often, shareholder resolutions are not void, but merely contestable. Possible grounds for challenging a resolution include violations of the German Limited Liability Companies Act (GmbHG) or the company's articles of association. It is advisable to file the action with the competent regional court after it has been reviewed.
Claims for return of the affected shareholder
If a partner leaves the company, he or she has the right to reclaim certain items from the remaining partner.
These items may also include assets such as trademarks, developed software or domains.
Professional support in corporate litigation matters. In corporate disputes, every step counts. Contact us early.
Conclusion: Recognize shareholder disputes early and act in a legally compliant manner
Shareholder disputes are among the most costly and time-consuming conflicts a company can face. Whether it involves the removal of a managing director, the forfeiture of shares, or the exclusion of a shareholder, the legal requirements in each of these cases are closely linked to the content of the articles of association and the specific situation within the limited liability company (GmbH). Minority shareholders, in particular, depend on a clear understanding of their rights in conflict situations, as majority decisions can quickly create irreversible situations.
The range of potential causes of conflict is broad: disputes over the company's strategic direction, accusations of mismanagement, deadlocks at shareholders' meetings, or suspected breaches of fiduciary duty can all serve as grounds for escalation. Crucially, the legal situation must be reviewed and a clear strategy developed as early as possible – because the longer a shareholder dispute simmers, the more the company's operations typically suffer. Removing a managing director or challenging a shareholder resolution requires precise action within strict legal and temporal constraints.
Anyone involved in a shareholder dispute should not postpone seeking legal advice until litigation. Preparing for a contentious shareholders' meeting, reviewing resolutions for defects, or securing claims for the surrender of assets can significantly influence the outcome of the conflict. TURGERLEGAL advises and represents shareholders in all phases of shareholder disputes – from the initial assessment to the enforcement of their claims in court or arbitration.
I offer comprehensive advice on corporate litigation and shareholder disputes.
From my many years of experience, I know that shareholder conflicts are very expensive and time-consuming. Out-of-court mediation often does not resolve the conflict. I can help you secure your commercial and financial success in corporate law. I advise you on all legal, commercial, and strategic aspects of shareholder disputes and corporate litigation. My work includes, in particular, the preparation of contentious shareholder meetings and resolutions, defense strategies in the event of attacks by hostile shareholders, and the planning of separation strategies for shareholder groups and individual shareholders. I also represent you in court and arbitration in resolution challenges, shareholder exclusions, and compensation claims following the loss of shareholder status. You can be assured: With me, your company is in safe hands.
Shareholder dispute? Disputes within a company can have various causes. I can help you resolve your conflict!
Frequently Asked Questions (FAQ)
The amount of the compensation is based on the terms of the partnership agreement. If no provisions to this effect are made in the partnership agreement, the compensation is determined based on the market value of the investment. It is also possible to exclude the compensation within the framework of the partnership agreement.
Typically, shareholder disputes are resolved openly at the shareholders' meeting. If hostile shareholder resolutions are passed, this can lead to voting bans or voting orders. In such cases, it is important to review the legal situation early on, as binding resolutions can have consequences.
A shareholder can be excluded by a shareholders' resolution, provided this is provided for in the company's articles of association. In this case, the exclusion takes place either through redemption of the shares or through a compulsory assignment. If the articles of association do not provide for such exclusion, legal action is possible.
If resolutions are passed against you at a shareholders' meeting to exclude you, it is advisable to consult a corporate lawyer. By filing an action for nullity and annulment (action for defective resolutions), you have the opportunity to initiate legal action against the other shareholders and reverse the exclusion.
In a company with only two shareholders, a so-called two-member company or two-person GmbH, where each shareholder holds a 50% stake, a stalemate can often arise. In such cases, mutual resolutions are not valid, and only a court ruling can bring a solution.
Mediation offers one way to resolve a shareholder dispute. Well-drafted partnership agreements already establish dispute resolution mechanisms. If separation is the only option, a shareholder can be excluded. However, there is a possibility that the excluded shareholder could take legal action against this.
To redeem shares, a resolution of the other partners is required, which is provided for in most partnership agreements by a valid reason. If all of a partner's shares are redeemed, that partner loses their status as a partner. The shares are effectively canceled.
There are various important reasons that can lead to a share being seized from the shareholder, insolvency proceedings being opened against the shareholder, the share being inherited by other persons than intended, certain characteristics being lost, the shareholder reaching a certain age or violating special obligations set out in the articles of association.
In many cases, the partnership agreement governs the calculation of the compensation. However, there are situations in which a compensation below the book value is not effective. In such cases, the difference between the book value and the actual value of the share is calculated on an individual basis. A specialized corporate lawyer can assist you in determining this difference in value.
The company will pay the severance payment directly to the departing shareholder. If there are no contractual agreements, the severance payment must be paid in full at the time of departure, i.e., at the time the termination becomes effective.
