1. What is meant by the corporate law principle of equal treatment?
The principle of equal treatment for shareholders in a GmbH is also included in GmbH law via the regulation from the German Stock Corporation Act pursuant to Section 53a AktG. In addition to the duties of loyalty under company law, it is a fundamental principle in German company law.
It states that all shareholders in a limited liability company must, in principle, be treated equally, provided there is no objective reason for unequal treatment. It is designed to ensure fair and equitable treatment of all shareholders and to prevent abuse of power or discrimination among shareholders.
The target addressee of the principle of equal treatment is not the shareholders, but exclusively society.
2. In which areas does the principle of equal treatment under corporate law apply in particular?
The principle of equal treatment must be taken into account in the following areas in particular:
when entitled to the prize and a corresponding distribution; when exercising the right to ask questions and to speak at the shareholders’ meeting; when exercising voting rights; when claiming outstanding contributions and additional payments; when granting special shareholder benefits, etc.3. What are the legal consequences of violating the corporate law principle of equal treatment?
If the company violates the principle of equal treatment, the legal consequences depend on whether it is a resolution of the shareholders’ meeting or a measure by the management.
a) Unequal treatment by shareholder resolution
Violations of the principle of equal treatment under company law due to a shareholder resolution lead in principle to the contestability of the resolutions made.
If, for example, an amendment to the articles of association is passed through a resolution such that the shareholders’ compensation claims are calculated differently without a sufficient factual reason for this existing or being named, this resolution can be challenged analogously due to a violation of the equal treatment requirement in Section 243 (2) AktG.
b) Unequal treatment due to managing director actions
If an obligation is imposed on a shareholder by a management measure that puts him at a disadvantage in relation to the other shareholders, this shareholder can refuse the required service.
Violations by the managing director of the principle of equal treatment under company law can justify claims for damages against the managing director.
4. Summary
A violation of the company law equal treatment requirement can have significant legal and financial consequences for those responsible. It is therefore important to be clear about the rights and obligations as a shareholder of a GmbH (from the articles of association and from the law).
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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