1. The necessity and requirement of becoming a shareholder in a GbR
It may be necessary in every civil law company (GbR) to expand the group of shareholders. This can be the case, for example, to raise capital or spread the risk over several shoulders. The opportunity to use the skills and manpower of a new partner or to expand the company can also be reasons for expansion.
Especially in a family society, sooner or later there may be a desire to include other family members, such as spouses and children, in the society or to include a previously uninvolved tribe of the family. As with all partnerships that operate a business, it is advisable to make arrangements for the succession in good time and to let the next generation grow into the company while the “old shareholders” are still alive.
2. The admission agreement between the partners
The acceptance of a “new shareholder” in a company is in principle legally implemented by means of a so-called acceptance contract, which can be agreed informally. However, in companies of greater economic importance, especially commercial companies, it is advisable to always make a written agreement, even if the existing articles of association do not explicitly stipulate this. In case of uncertainty, the contract should be completed in the form specified in the articles of association for contract amendments. With regard to the formal requirement, the same applies as when founding a GbR.
Contractual partners are always all shareholders on the one hand and the new shareholder on the other.
A new admission can only be enforced in exceptional cases against the resistance of a co-partner, if his refusal can be regarded as bad faith.
3. Legal consequences of becoming a shareholder
The accession of a new shareholder has a number of legal consequences. These are primarily:
Participation in company assets: Once the date of entry into the company has been determined and established, the new partner automatically receives a share in the assets of the company, known as the accrual and increment. Every item of property remains in the joint ownership of all shareholders without the need for special acts of transfer. If a piece of property belongs to the assets of the company, only the land register has to be adjusted in order to enter all partners as owners in the joint ownership. Obligation to contribute: In the course of the admission contract, it is also necessary to determine which contributions the new partner has to make and how his participation in the company is structured. Both his financial and material contributions to the company’s assets must be taken into account, which are available to all shareholders in equal shares.Liability: According to the current case law of the Federal Court of Justice on the legal capacity and party capacity of the BGB external company, the newly entering partner of a GbR is personally liable with his private assets for debts that already existed at the time of his entry. This applies regardless of whether he was involved in the creation of these debts or not.Other Rights and Obligations: Unless otherwise regulated in the admission agreement, the entering shareholder receives the same shareholder rights and obligations as all other shareholders.4. summary
The entry of a new shareholder into a GbR is a complex process that requires careful planning and advice. It is important that all parties involved understand their rights and responsibilities and that all necessary legal steps are taken to avoid conflict and ensure the success of the GbR.
In any case, a competent lawyer should be consulted both for the creation and/or follow-up of the articles of association and for the implementation of an entry as a shareholder.
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, Münster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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