1. The company under civil law as the parent company
The civil law partnership (GbR) is one of the most frequently chosen legal forms for smaller companies and partnerships in Germany. It is regulated in the German Civil Code (BGB) and offers many advantages, such as flexibility and low start-up costs. But what happens if a shareholder wants to leave the GbR? The termination of a GbR can entail significant disadvantages for a shareholder if he does not check various points before termination or have them checked by a competent lawyer.
2. The termination of the position as a shareholder by the shareholder and its consequences
In principle, a GbR can be terminated at any time, unless a specific term or period of notice has been contractually agreed. Termination leads to the dissolution of the company and the liquidation of the company’s assets. This can result in significant financial disadvantages for the departing shareholder if certain points are not considered in advance.
3. Checklist and points to consider before terminating shareholder status
Before terminating a shareholder, the following points should definitely be considered and/or checked by a competent lawyer.
Review of the articles of association: Check the memorandum of association for specific provisions on the departure of a shareholder. This may contain regulations on the notice period, the form of termination and any exclusion or severance payment regulations. Before giving notice, the shareholder should be aware of his rights and obligations.Financial aspects: When a GbR is dissolved, the company’s assets are liquidated. This can lead to financial losses if the value of the assets has fallen or there are debts. The shareholder should therefore know exactly the financial situation of the GbR.Compliance with the notice period: According to § 723 paragraph 1 sentence 1 BGB, the company can be terminated at any time (unless otherwise stipulated in the articles of association). However, the notice must not be given at the wrong time, see Section 723 (2) of the German Civil Code.form of termination: The termination should be in writing and addressed to all other shareholders. It is advisable to send the cancellation by registered mail in order to have proof.settlement of the shares: According to § 738 BGB, the retiring shareholder is entitled to compensation. The amount of the severance payment depends on the value of his share in the company’s assets at the time of his departure.Post-Exit Liability: According to Section 736, Paragraph 2 of the German Civil Code, the retiring shareholder is liable for a further five years for liabilities of the company that arose before he left. This can especially be the case if the liquidation of assets is not sufficient to pay off all debts.Notification to the commercial register: Even if a GbR does not have to be entered in the commercial register, the resignation of a shareholder should be reported there when it is entered.Information to business partners: It is advisable to inform business partners about the withdrawal in order to avoid misunderstandings and, in particular, to prevent legal liability.Tax aspects: Leaving a GbR can have tax implications. It is therefore advisable to consult a tax advisor or a competent lawyer.4. Conclusion
The termination of a GbR is a complex process that should be carefully planned and executed. A shareholder should be aware of the legal and financial consequences in advance and seek legal advice if necessary. This is the only way to avoid unwanted surprises and protect the interests of the 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, Munster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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