The fiduciary duty of a partner in a GmbH (limited liability company) is a fundamental principle of company law, especially GmbH law.
This “elementary duty” requires shareholders to act in the best interest of the company and not to put their personal interests ahead of those of the company.
Violations of this can trigger considerable liability scenarios for the shareholder.
The essential fiduciary duties of a GmbH shareholder are therefore listed below (not exhaustive).
Obligation to pay the capital contribution: According to § 7 paragraph 2 GmbHG, the shareholder must fully pay his capital contribution.Obligation to comply with the social contract: The shareholder is obliged to comply with the provisions of the articles of association.duty of secrecy: The shareholder must not disclose any confidential information or trade secrets of the company.duty of loyalty: The shareholder must not engage in activities that compete with the company or that could harm the interests of the company.Obligation to attend shareholders’ meetings: According to Section 49 GmbHG, the shareholder must attend the shareholders’ meetings.obligation to vote: The shareholder is obliged to participate in votes at the shareholders’ meeting.Duty to support management: The shareholder should support the management in the performance of their duties.Obligation to comply with legal regulations: The shareholder must comply with all relevant legal provisions, including the provisions of the GmbHG.Duty to Avoid Conflicts of Interest: The shareholder should avoid all possible conflicts of interest.Duty to Report Changes: The shareholder must report changes affecting his participation in the company.Obligation to comply with the insolvency code: In the event of imminent insolvency, the shareholder must immediately file for insolvency in accordance with Section 15a (3) InsO if the GmbH is not managed.Obligation to consider the interests of the co-partners: The shareholder should consider the interests of the co-shareholders.Obligation to comply with capital maintenance regulations: According to § 30 GmbHG, the shareholder may not withdraw any profits that would affect the company’s share capital.Obligation to comply with information and disclosure obligations: According to § 51a GmbHG, the shareholder has the right and the obligation to inform himself about the affairs of the company.Obligation to comply with the obligation to make additional payments: If an obligation to make additional payments has been agreed in the articles of association, the shareholder must fulfill this obligation.Obligation to comply with non-competition clauses: The shareholder must not be in direct competition with the company, unless this is expressly permitted in the articles of associationDuty to comply with the duty of loyalty: The shareholder must protect the interests of the company and must not take any actions that could harm the company.Obligation to comply with the obligation to participate in the dissolution and liquidation of the company: According to §§ 60 ff. GmbHG, the shareholder must participate in the dissolution and liquidation of the company.
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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