The exclusion of a limited partner or general partner from the limited partnership as part of a shareholder dispute.
1. The necessity of excluding shareholders from the KG
The limited partnership (KG) is a widespread form of partnership in Germany. It consists of at least two partners who are involved in the company either as general partners (full partners) or limited partners (partial partners).
In the event of a shareholder dispute, it may be necessary to exclude a limited partner or a general partner in order to protect the interests of the limited partnership.
Constellations for such a “necessary” exclusion of shareholders can be, among other things:
Serious breaches of duty: If a shareholder seriously breaches his duties towards the company, an exclusion may be necessary. This could be the case, for example, if a shareholder leaks trade secrets to competitors or otherwise harms the company. Inability to cooperate: If a shareholder refuses or is unable to cooperate with the other shareholders, this can affect the efficiency and productivity of the company and necessitate an exclusion. Insolvency of the partner: If a partner becomes insolvent, this can endanger the assets of the company. In such cases, an exclusion may be necessary to protect society.
The rights to be secured by a shareholder exclusion will depend on the specific circumstances but may include, but are not limited to:
Protection of company assets: By excluding a shareholder, the company’s assets can be protected, especially if the shareholder is insolvent or otherwise endangers the company financially. Preservation of operability: The exclusion of a shareholder who disturbs cooperation within the company can help to achieve this to maintain the Company’s operability and efficiency. Protection of Trade Secrets and Intellectual Property: If a shareholder compromises trade secrets or intellectual property of the Company, a disqualification may be necessary to protect them.
2. Regulations and procedure for the exclusion of a KG shareholder
The limited partnership agreement has priority over the statutory regulations. As a rule, the KG contract contains a specified procedure for the expiry of an exclusion from the KG. Only if the articles of incorporation do not provide any regulations do the legal norms apply.
In accordance with § 161 Para. 2 HGB, the legal regulations on the limited partnership refer to the OHG standards.
In addition, a limited partnership has the special feature that a distinction must be made between the exclusion of the limited partner and the exclusion of the general partner.
a) Exclusion of limited partners
According to §§ 131, 133 and 140 HGB, a limited partner can be excluded from the company if there is an important reason. This can involve misconduct that seriously shakes the trust of the other shareholders in him. In addition, a limited partner can also be excluded if he fails to make his contribution or fail to meet his obligations to the company.
b) Exclusion of Complementary
The exclusion of a general partner from a KG can prove to be legally more difficult than that of a limited partner. According to general opinion, an exclusion is only possible if this is expressly regulated in the articles of association or if there is an important reason. An important reason can be, for example, a serious breach of duty or an inability to manage the company (§ 133 HGB).
Pursuant to Section 140 HGB, the exclusion of a shareholder must be effected by filing an action and at the request of the other shareholders if a reason arises that would normally have justified the action for the dissolution of the company under Section 133 HGB.
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.
#Limited partnership #Corporate law #Liability of shareholders #Managing director liability #KG #Limited partner #General partner #Exclusion of shareholders #Severance pay #Termination of shareholders #Exclusion #Partnership #Shareholder dispute #Specialist lawyerCorporate law #Specialist commercial law #Specialist lawyerTax law #Specialist lawyerInsolvency law #Lawyer #Lawyer #Specialist #Specialist lawyer
#Exclusion #shareholders #limited #partnership
