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Exclusion of shareholders from a GmbH (limited liability company): The list of shareholders must be corrected.
Specialist article in corporate law
The Higher Regional Court of Munich strengthens the preliminary legal protection of affected shareholders in cases of contested exclusion.
If a limited liability company (GmbH) shareholder suddenly disappears from the shareholders' list, they effectively lose their membership rights – without it even being established whether the exclusion was valid. The Higher Regional Court of Munich clarified in its decision of June 3, 2025 (Case No. 7 W 658/25 e) that this is precisely what is inadmissible: If there are serious doubts about the validity of an exclusion resolution, the company must submit a corrected shareholders' list – without the affected shareholder having to prove any breach of good faith.
Exclusion of shareholders from a GmbH (limited liability company): Legal basis and requirements
Under German corporate law, the exclusion of a shareholder from a limited liability company (GmbH) constitutes a serious infringement of an existing legal position. The Limited Liability Companies Act (GmbHG) itself does not explicitly regulate exclusion; rather, it is governed by case law and the drafting of the articles of association. In principle, two avenues are possible: exclusion by shareholder resolution as provided for in the articles of association, and exclusion by court order pursuant to Sections 133 et seq. of the German Commercial Code (HGB) by analogy.
A valid exclusion always requires a compelling reason. Typical reasons include breaches of duty towards the company, competitive activities, or attempts to harm the company. The mere assertion that a shareholder operates a competing business is insufficient. The reason for exclusion must be demonstrable and so serious that maintaining the shareholder's status would be unreasonable.
Furthermore, strict procedural requirements apply: The invitation to the shareholders' meeting must be properly issued, the person concerned must be given an opportunity to comment, and the resolution must be passed by the required majority. If these formal requirements are not met, the exclusion resolution is contestable or even void – with far-reaching consequences for the company.
Have it checked whether the formal requirements for exclusion are actually met in your case – especially if deadlines have expired or an amended list of shareholders has already been submitted.
The case: Exclusion without the knowledge of the affected parties (OLG Munich 7 W 658/25 e)
The Munich Higher Regional Court's decision was based on a classic conflict within a two-person limited liability company (GmbH). Both shareholders held 50 percent of the shares. One shareholder wanted to exclude the other for alleged competitive activity and called a shareholders' meeting. However, the invitation was sent to an outdated business address, so the affected shareholder was unaware of the meeting and the exclusion resolution against her.
Immediately after the meeting, the company submitted a new list of shareholders to the commercial register, in which the excluded shareholder was no longer listed. She was thus effectively removed from the company – without ever having had the opportunity to comment or challenge the decision.
The Higher Regional Court of Munich clarified that this procedure was inadmissible. The defective summons alone raised serious doubts about the validity of the exclusion resolution. As long as these doubts persist, the person in question remains a shareholder and must be listed accordingly in the shareholders' register. The company was ordered to submit a corrected register in which the shareholder is again fully listed.
List of shareholders of a limited liability company (GmbH): Meaning, legal effect and obligation to correct
The list of shareholders is more than just an administrative document. According to Section 16 of the German Limited Liability Companies Act (GmbHG), only those individuals listed in the register filed with the commercial register are considered shareholders of the company. This registration is therefore constitutive for the exercise of shareholder rights: those not listed cannot participate in shareholders' meetings, challenge resolutions, or claim profits.
At the same time, the list allows for the acquisition of shares in good faith. A third party who buys a share from a shareholder listed on the register generally becomes the owner – even if that shareholder was not (or no longer) entitled to the share. Against this backdrop, it is understandable what a destructive potential a faulty or manipulated shareholder list can have.
The Higher Regional Court of Munich clarified in its ruling that a mere objection to the submitted list is insufficient to correct the legal situation. Rather, the company is actively obligated to submit a revised list as soon as serious doubts arise regarding the validity of the underlying resolution. This obligation exists regardless of whether the company can be proven to have acted in bad faith.
As soon as an amended list of shareholders has been submitted, in which you no longer appear as a shareholder, you should seek legal advice immediately – the time until a possible acquisition of shares by third parties can be crucial.
Preliminary legal protection in the case of a contested exclusion of a limited liability company (GmbH) shareholder
Preliminary legal protection plays a central role in shareholder disputes – precisely because the consequences of an unjustified exclusion can quickly become irreversible. Once a shareholder has been removed from the list and a third party has been entered in good faith, a correction becomes considerably more difficult. The decision of the Higher Regional Court of Munich significantly strengthens the rights of the affected shareholders in this area.
The court confirmed that the affected shareholder can demand a correction of the shareholders' list by way of preliminary legal protection without having to prove that the company acted in bad faith. It is sufficient that the exclusion is questionable. With this ruling, the Higher Regional Court significantly lowers the bar for affected shareholders: The affected shareholder does not have to prove that the exclusion is invalid – it is enough that serious doubts exist.
In practice, this means that any shareholder who has been removed from a list and considers the exclusion invalid can seek legal recourse promptly. According to this ruling, an application for a preliminary injunction to compel the company to submit a corrected list is an effective remedy.
Formal errors in the exclusion process: risks for company and management
The case decided by the Higher Regional Court of Munich vividly illustrates the serious consequences that formal errors in exclusion proceedings can have. An invitation sent to the wrong address – possibly a simple oversight – led to the entire exclusion being called into question and the company being obligated to reverse its decision.
This leads to an important lesson for the management of a GmbH (limited liability company): The utmost care is required when dealing with contested exclusion resolutions. Before submitting an amended list of shareholders, it should be verified not only whether a substantive ground for exclusion exists, but also whether the procedure was followed correctly in all formal aspects. This includes proper notification, adherence to deadlines, and the required majority for the resolution.
The ruling also clarifies that submitting an incorrect list of shareholders is not merely a technical matter, but can create significant liability risks for those involved. Anyone submitting a list in which a shareholder is wrongly missing risks claims for damages and additional legal disputes.
In situations of doubt, management and their advisors should therefore not rely on a quick solution, but wait for a court ruling – or at least seek legal advice before submitting amended documents to the commercial register.
When is legal advice worthwhile when excluding a shareholder from a GmbH (limited liability company)?
The exclusion of a shareholder – whether as an affected party or as the company itself – is legally complex and involves significant economic risks. Legal advice is advisable as soon as a dispute arises regarding the validity of an exclusion or when a shareholders' meeting is to be convened to discuss an exclusion.
As an affected shareholder, you should seek legal support if you were not properly summoned to a meeting, if you were removed from the shareholders' list without being given the opportunity to comment, or if you believe the reason for your exclusion is invalid. The legal situation is often highly contentious, especially in two-person limited liability companies (GmbHs) where one shareholder cannot simply outvote the other.
As a managing director or majority shareholder, it is advisable to seek legal counsel in advance: before a shareholders' meeting is convened, before a resolution is passed, and at the latest before an amended list of shareholders is submitted. The decision of the Higher Regional Court of Munich demonstrates that hasty steps can jeopardize the entire undertaking.
TURGERLEGAL advises you in Corporate law both preventively and in acute conflict situations – nationwide and with a special focus on shareholder disputes in limited liability companies.
Conclusion: Exclusion of shareholders from a GmbH (limited liability company) – beware of hasty steps
With its decision of June 3, 2025 (Case No. 7 W 658/25 e), the Higher Regional Court of Munich has set an important precedent for the protection of affected shareholders. The decision makes it clear: A defective shareholders' list cannot simply remain in place as long as the validity of the exclusion resolution is unclear. The company is obligated to correct it – regardless of whether it can be proven to have acted in bad faith.
This is good news for affected shareholders: preliminary legal protection offers an effective instrument to secure their position, even in the short term. For companies and management, however, the decision serves as a clear warning against taking hasty action in contested exclusion proceedings.
Shareholder disputes in limited liability companies (GmbHs) are among the most legally and personally stressful conflicts in corporate law. Seeking legal support early on can protect one's rights and avoid costly mistakes.
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FAQs – Frequently Asked Questions about the Exclusion of Shareholders from a GmbH (Limited Liability Company)
Yes, under certain conditions, a shareholder can be excluded without their consent. In any case, a compelling reason is required, such as serious breaches of duty or an irreparable breakdown of the shareholder relationship. Whether the exclusion occurs by shareholder resolution or through a court depends on the provisions in the articles of association. An exclusion without sufficient cause is legally contestable.
According to Section 16 of the German Limited Liability Companies Act (GmbHG), only those listed in the register filed with the commercial register are considered shareholders of the company. Anyone no longer listed effectively loses their shareholder rights – they can neither participate in meetings nor challenge resolutions. Furthermore, there is a risk that a third party may acquire the share in good faith. Therefore, swift action is required if a shareholder is unjustifiably removed from the register.
The Higher Regional Court of Munich ruled that a limited liability company (GmbH) is obligated to submit a corrected list of shareholders if the exclusion of a shareholder is subject to serious doubt. In the case at hand, the invitation to the shareholders' meeting had been sent to an outdated address, so the shareholder in question was unaware of her exclusion. The court clarified that a mere objection to the existing list is insufficient and that the company is actively obligated to correct the list – without requiring proof of any breach of good faith.
Not so, according to the decision of the Higher Regional Court of Munich of June 3, 2025. The court expressly waived the requirement to prove bad faith. It is sufficient that serious doubts exist regarding the validity of the exclusion resolution to establish an obligation for the company to rectify it. This represents a significant simplification for affected shareholders in obtaining preliminary legal protection.
A defective notice of meeting exists if a shareholder was not properly invited to the shareholders' meeting – for example, because the invitation was sent to an incorrect or outdated address, the deadline was not met, or essential information was missing. This can result in the resolutions passed at that meeting being contestable or invalid. In the specific case before the Higher Regional Court of Munich, the defective notice of meeting led to the exclusion resolution being subject to serious doubt.
Shareholders affected by an exclusion resolution can challenge it in several ways. They can file an action to contest the resolution's validity. Furthermore, they can apply for preliminary legal protection to compel a corrected shareholders' list or to temporarily prevent the submission of an incorrect list. The most appropriate course of action depends on the specific circumstances of each individual case.
In principle, the management is entitled and obligated to submit an amended list of shareholders if the shareholder structure changes. However, if the exclusion is questionable, a premature submission poses significant risks. As the Higher Regional Court of Munich has clarified, the company can be compelled to withdraw the amendment in such a case. Furthermore, claims for damages may arise if the affected shareholder suffers disadvantages due to the flawed list.
The action for annulment is the main proceeding by which the invalidity of a shareholders' resolution is judicially established. This proceeding usually takes longer. An application for a preliminary injunction serves as provisional legal protection and can lead to a court order more quickly – for example, an order to submit a corrected list of shareholders. Both measures can be combined; often, the preliminary injunction is the more urgent first step.
In a two-person limited liability company (GmbH) with each partner holding a 50 percent stake, the exclusion of a shareholder is particularly contentious, as no majority can be achieved without the other shareholder's vote. The exclusion must therefore be based on a company agreement or on legal proceedings that take this particular balance of power into account. The decision of the Higher Regional Court of Munich illustrates that formal errors in this context carry particular weight – and that the excluded shareholder can obtain legal protection relatively easily.
As soon as an exclusion is threatened or has already been carried out, legal advice is advisable – both for the affected shareholder and for the company. The legal requirements for a valid exclusion are complex, and even minor formal errors can derail the entire process. Early legal intervention can help secure one's rights, avoid costly litigation, or find the right path through such proceedings.
