1. Introduction
The GmbH & Co. KG is a widespread legal form in Germany. It combines the advantages of a GmbH with those of a limited partnership. In this article, we will focus on the rights of access and information that the limited partners and the general partner in a GmbH & Co. KG are entitled to. In doing so, we will refer to the relevant standards of the German Commercial Code (HGB) and the Law on Limited Liability Companies (GmbHG).
2. Claims for information and information rights of the limited partner
According to Section 166 HGB, the limited partner has the right to obtain information about the affairs of the company. This right includes inspecting the books and documents of the company. It enables the limited partner to get an accurate picture of the company’s economic situation.
The requirements for this right are relatively low. The limited partner only has to prove a legitimate interest in the desired information. This interest must be concrete and current. It is not sufficient if the limited partner only has a general interest in the information.
However, the scope of the limited partner’s right to information is limited. It does not extend to information which is subject to the company’s trade secrets or the disclosure of which could harm the company. In addition, the right to access and information can be restricted by the articles of association of the company.
3. Information claims and information rights of the general partner
The general partner of a GmbH & Co. KG has far-reaching information rights in accordance with Section 51a GmbHG and Section 181 (1) HGB. She has the right to obtain information about all company affairs and to inspect all of the company’s books and documents.
The requirements for this right are also low. The general partner only has to prove a legitimate interest in the desired information. This interest must be concrete and current.
However, the scope of the general partner’s right to information is more far-reaching than that of the limited partner. She has the right to be informed about all matters of the company, even if these are subject to the company’s trade secrets or the disclosure of which could damage the company. However, this right may be restricted by the articles of association of the company.
4. Special features and advantages of dual shareholder status in the GmbH & Co. KG
An interesting constellation arises when the limited partner is both a shareholder of the KG and the general partner GmbH. In this case, there are additional opportunities to assert claims for disclosure and information.
If the limited partner is also a shareholder in the general partner GmbH, he can assert his rights to information both in his capacity as a limited partner in the KG and as a shareholder in the GmbH. This offers the advantage that he can act on two different levels to obtain information.
The dual status enables the limited partner to enforce his rights more effectively. For example, he can use his rights as a shareholder in the GmbH to obtain information that he may be denied as a limited partner in the KG. This can be particularly advantageous if the KG and the GmbH have different interests.
In addition, the limited partner can influence the management of the GmbH in his capacity as a shareholder of the GmbH and thus indirectly influence the management of the KG. This can open up additional opportunities for him to obtain information.
It should be noted, however, that dual shareholder status can also lead to conflicts of interest. The limited partner must therefore carefully consider the capacity in which he asserts his rights to disclosure and information.
All in all, the double shareholder status offers the limited partner extended opportunities to assert their rights to information. It enables him to act on two different levels and thus assert his interests more effectively.
5. Conclusion
The information rights of the limited partner and the general partner in a GmbH & Co. KG are far-reaching and enable them to get an accurate picture of the economic situation of the company. However, they are subject to certain conditions and can be restricted by the company’s articles of incorporation.
It is important to note that these rights are designed to protect the interests of those involved and to ensure transparency within society. They enable stakeholders to make informed decisions and effectively exercise their rights within society.
This article does not constitute concrete and individual legal advice, but only provides a rough initial overview of the very complex legal matter described. You can only obtain legal certainty for your specific case constellation through coordinated examination and advice from a competent lawyer.
I am happy to be at your disposal as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. of the company and the (co-)shareholders. Feel free to contact me by phone or write to me.
I advise nationwide on site or via zoom as a specialist lawyer in the areas of corporate law, tax law and insolvency law, especially in the cities and metropolitan areas around Stuttgart, Heilbronn, Karlsruhe, Freiburg, Ulm, Augsburg, Munich, Frankfurt, Wiesbaden, Saarbrücken, Kaiserslautern, Bonn, Wuppertal, Duisburg, Nuremberg, Munster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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