Oops Liability for inaccuracy of GmbH shareholder list

Transfer of Shares

The plaintiff was originally a shareholder of a GmbH. The plaintiff transferred his shares based on a certain guarantee to a third party. After alleged fulfillment of this condition, the notary filed a corrected list of shareholders with the Commercial Registry, which identified the third party as the new, sole partner. Later however, the plaintiff considered that the grounds for the transfer of his shares had not materialized and that he was therefore still a shareholder. The plaintiff took this matter to court and filed a complaint against the purchaser. After some hassle, this backend question was clarified during a court hearing. The judge only had to decide on who had to pay the legal fees.

The court held that the company, and not the purchaser, was the correct defendant. The membership relationship of partners exists exclusively between the shareholder and the company, and it is from this relationship that the claim for correction of the list of shareholders arises. The person to sue is, therefore, the company represented by its director.

Related Articles:

GbRs can only be Governed by the Shareholders Themselves

Director's Liability vis-à-vis third Parties for "Seizing the Cash Box"

Liability of Director not Knowing of Bankruptcy when the Cause is not in his Competence