The differential liability in the GmbH: A brief overview
Differential liability is a specific liability concept that is used in the legal form of a limited liability company (GmbH). This article aims to provide a first understanding of differential liability in a GmbH, to explain the resulting liability consequences and to explain how and when this liability becomes relevant.
What is meant by differential liability in a GmbH?
The GmbH is a corporation in which the company’s assets are separated from the personal assets of the shareholders. The share capital of a GmbH is at least 25,000 euros and half of this must be paid in when the company is founded.
Differential liability means that the shareholder of a GmbH must personally take responsibility for the difference between the share capital and the value of the company’s assets at the time the GmbH was entered in the commercial register. In particular, if more extensive or high-risk activities were carried out by the company before the company was entered in the commercial register, there is a high risk of liability for the shareholders due to the differential liability.
Likewise, the differential liability for the difference between the value of his contribution in kind by the shareholder and the capital contribution to be made according to the articles of association/articles of association, § 9 GmbHG.
When does differential liability become relevant and asserted?
Differential liability can be asserted by different parties (depending on the situation), mainly:
a) creditors of society: If a GmbH becomes insolvent and the share capital falls below the legal minimum, the creditors can claim the partners for differential liability in order to satisfy their claims.
b) liquidator: In the event of insolvency, the insolvency administrator can assert differential liability towards the shareholders in order to meet the claims of the insolvency creditors.
c) Die Gesellschaft itself: Under certain circumstances, the GmbH itself can also claim differential liability from the shareholders, for example if it needs capital to fulfill its obligations or to continue its business.
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.
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How does differential liability in a GmbH impact E shareholders when it comes to covering the company’s debts and liabilities?
E shareholders if it is necessary to cover the debts and liabilities of the company.
c) other shareholders: In certain situations, such as when a shareholder withdraws from the company or sells their shares, the remaining shareholders may have the right to claim the differential liability to compensate for any potential loss in the value of the company’s assets.
It is important to note that differential liability can only be asserted if certain conditions are met. These conditions include the recognition of the claims by a court, the insolvency of the GmbH, and the inability of the company to fulfill its obligations towards its creditors.
The consequences of differential liability can be significant for shareholders. They may be required to contribute additional funds to cover the difference between the share capital and the value of the company’s assets, which can result in financial losses for them. Additionally, shareholders may also become personally liable for the debts and liabilities of the company if the assets are not sufficient to cover them.
In conclusion, differential liability in a GmbH is a concept that holds shareholders personally responsible for the difference between the share capital and the value of the company’s assets. It can be asserted by creditors, the liquidator, or other shareholders in certain situations. The consequences of differential liability can have significant financial implications for shareholders, making it crucial for them to understand and consider this liability when operating within a GmbH.
This article provides a concise overview of differential liability in a GmbH, shedding light on its importance and relevance in today’s business world. A must-read for those seeking a deeper understanding of this topic.