List of shareholders in the german GmbH
Circle of Shareholders in the german Limited Liability Company
The list of shareholders in Germany provides information on the composition of the group of shareholders and the distribution of shares in the group of shareholders. The list of shareholders is kept at the german commercial register. The list is constantly updated if there is a change in the shareholder or in the scope of participation of the individual shareholder. The managing directors of a german limited liability company (GmbH) are generally obliged to update the list of shareholders in the event of a change in circumstances. If they do not change the list of shareholders without delay, they may be held liable as managing directors.
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Why is the List of Shareholders so important in Germany?
The list of shareholders creates transparency and legal certainty regarding the group of shareholders in the german GmbH. Only the shareholder entered in the list of shareholders can exercise his shareholder rights vis-à-vis the GmbH. Only those who are entered in the list of shareholders are allowed to pass resolutions in the shareholders' meeting or are entitled to draw company profits of the GmbH after a resolution on the appropriation of profits has been passed. The GmbH list of shareholders therefore has an important legitimizing effect.
If a shareholder in Germany is deleted from the list of shareholders or if he was never included in the list of shareholders, he may be denied access to the shareholders' meeting and participation in an important shareholders' resolution. The same applies to the asset side: If a shareholder cannot prove his shareholder status by means of the current list of shareholders, he may be denied the distribution of profits.
Therefore, it is also of utmost relevance that in the context of a purchase of a german GmbH, the list of shareholders shows the new shareholder. As part of a legal due diligence review, the effectiveness of the list of shareholders filed with the german commercial register must always be checked in the case of a share purchase.
The list of shareholders also plays a major role for the GmbH in the inheritance in Germany. The heir to a GmbH shareholding should promptly initiate the updating of the list of shareholders and ensure that his person is included in the list of shareholders.
If the list of shareholders proves to be incorrect, the managing director and the shareholders concerned in Germany should immediately see to it that the list of shareholders is corrected. For responsibility for updating the list, see below (Who must update the list of shareholders for the GmbH?). Otherwise, the parties involved must expect financial disadvantages and, in some cases, even liability risks.
Where can I find the List of Shareholders in Germany?
The GmbH list of shareholders can be found in the german commercial register. Every GmbH is listed under a specific HR B number in the commercial register of the register court at the GmbH's registered office. The register court is always a district court. The list of shareholders belonging to the GmbH is kept as an annex to the commercial register. The commercial register as well as the list of shareholders is accessible to everyone.
Interested parties can inspect the register file of the GmbH, in which the list of shareholders is located, directly at the register court. Online access to the german commercial register and the list of shareholders via www.unternehmensregister.de (registration is required) is also conceivable for a fee.
What does the List of Shareholders contain?
The German Limited Liability Company Act (GmbHG) has clear requirements for the minimum content of the list of shareholders. If the shareholder is a natural person, the surname, first name, date of birth and place of residence as well as the nominal amounts and serial numbers of the shares, including the percentage of the share capital, must be entered in the list of shareholders.
If the shareholder himself is a registered german company, the company name, the registered office, the competent registration court and the registration number must be entered in the list of shareholders. If, for example, an AG holds a 50% interest in a GmbH, the GmbH list of shareholders must include the company name of the AG, its registered office, the HR B number and the competent registration court, rather than the name and date of birth of the board members.
If a company that is not registered in the german commercial register holds a GmbH shareholding, such as a GbR, the shareholders must be named under the business name with their date of birth and place of residence.
The list of shareholders must also compulsorily document the total amount of the share capital participation in percent if a shareholder holds several business shares.
Who prepares the GmbH list of shareholders?
The list of shareholders is submitted to the german commercial register by the notary public when a GmbH is founded. It can be prepared by the notary or the founders themselves. When founding a GmbH, the list of shareholders must be signed by the managing director of the GmbH.
When does the Shareholders' List have to be updated in Germany?
It must be possible to see every change in the group of shareholders in the GmbH list of shareholders. Changes in the persons of the shareholders or in the scope of a shareholder's participation may make the list of shareholders worthy of amendment.
In the case of the following changes in the persons of the shareholders, in Germany it is necessary to update the list of shareholders:
- Change of name of a shareholder, for example, due to marriage;
- Change in the name of a company holding a share in a limited liability company;
- Purchase of shareholding and any assignment of limited liability company shares;
- Transfer of shares through inheritance (for example, company succession through inheritance);
- Conversions and restructurings, for example, by merger or demerger pursuant to the German Reorganization Act (UmwG).
The list must also be updated by the following changes in the scope of shareholdings:
- Often, the scope of shareholdings overlaps with the change in the person of the shareholder, for example, in the case of assignment of part of a shareholding;
- After each capital increase in the limited liability company;
- After the redemption of shares in a limited liability company;
- Division and consolidation of shares;
Our practical tip: If shares are withdrawn in the course of a shareholder dispute in a german GmbH, the shareholder concerned should try to prevent the change in the list of shareholders. If the shareholder concerned is removed from the list, his defense becomes more difficult and he loses his voting and profit-sharing rights in Germany.
Pledging or even usufruct of GmbH shares do not lead to the need to update the list of shareholders.
Who is responsible for updating the List of Shareholders of the LLC?
The german law places the responsibility for updating the list of shareholders in the hands of managing directors and notaries.
The notary in Germany is responsible for updating the list of shareholders if he or she participates in the change in an official capacity. Thus, if the notary notarizes a share and transfer agreement, he is also responsible for amending and submitting the new list of shareholders to the trade register.
The managing director in Germany is responsible for updating the list of shareholders when he becomes aware of relevant changes. The managing director must update the list in a number authorized to represent the company if the new circumstances are communicated to him by the shareholder. Moreover, convincing evidence of the changes in circumstances is generally required.
The managing director is recommended to do research if there are indications of a change in the shareholding structure, as he may be liable under the German Money Laundering Act (GwG) if the list or transparency register is incorrect.
The following are some case examples: If the german GmbH shareholders pass resolutions in the shareholders' meeting that bring about a division, consolidation or redemption of the shares, and if the managing director is presented with minutes of the shareholders' resolution (he does not necessarily have to be present at the shareholders' meeting), the managing director is obliged to amend the list of shareholders. However, in case of a sale of shares, the notary public is responsible for amending the list.
When is it not necessary to have a members' list in Germany?
If a model protocol is used for the formation of a GmbH or UG, this model protocol replaces the required list of shareholders.
Therefore, a separate list of shareholders is required for the formation of a GmbH in Germany as well as a UG (limited liability), which is based on individual articles of association without a model protocol. In german practice, however, the formation of a GmbH with individual articles of association is common practice if there are several shareholders.
Is it necessary to keep the Transparency Register in addition to the List of Shareholders in Germany?
The german transparency register provides information about the actual beneficial owners of the GmbH. The transparency register aims to prevent the concealment of illegal assets through complex corporate connections.
It is conceivable that, in addition to the maintained list of shareholders, the real shareholding relationships of a german GmbH must be entered in the transparency register. However, if the actual beneficial owner is shown in a GmbH shareholder list and all information is recorded in accordance with the GwG, there is generally no need for a separate entry in the transparency register.
Our lawyers for german LLC law in Hamburg, Berlin, Munich, Frankfurt a.M. and Cologne
All of our lawyers who advise shareholders or managing directors of limited liability companies are either specialists in german corporate law or have the relevant experience and specialization in german limited liability company law:
- Dr. Boris Jan Schiemzik, specialist attorney for commercial and corporate law in Hamburg
- Dr. Ronny Jänig, specialist attorney for commercial and corporate law in Berlin
- Finn R. Dethleff, attorney for GmbH law in Munich
- Dr. Michael Demuth, specialist attorney for commercial and corporate law in Hamburg
- Dr. Jens Nyenhuis, specialist attorney for commercial and corporate law in Hamburg
- Christian Westermann, specialist attorney for commercial and corporate law in Hamburg
- Gregor Kübler, attorney for GmbH law in Berlin
- Christian Mattlage, lawyer for GmbH law in Hamburg
If you have any questions regarding the list of shareholders, share transfers and M&A measures or if you need advice on a shareholder dispute from a german corporate law expert, please contact our offices in Hamburg, Berlin, Cologne, Frankfurt or Munich.
Feel free to contact us without obligation by phone or e-mail or use our contact form: