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Glossary · Registers and obligations

List of shareholders (Gesellschafterliste)

Also: Gesellschafterliste, shareholder list

In short

The list of shareholders names all shareholders of a GmbH or UG with name, date of birth and place of residence, as well as the nominal amount, number and percentage of their shares. It is held at the commercial register and can be inspected by anyone.

List of shareholders (Gesellschafterliste) explained

After every change in the shareholders or their shareholdings, a new list must be submitted to the commercial register without delay (Sec. 40 (1) GmbHG). If a shareholder is itself a company, its company name or name, registered office and, where applicable, register number appear in the list. A GbR can only be entered if it is registered in the partnership register. The list carries weight: towards the GmbH, only the person entered in it is deemed to be a shareholder (Sec. 16 (1) GmbHG), and under certain conditions an acquirer may rely on it (Sec. 16 (3) GmbHG). When forming through Recht 24/7, the list of shareholders is included in the fixed price.

Legal basisSec. 16, 40 GmbHG, Sec. 9 (1) HGB

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Related terms

Commercial register (Handelsregister)The commercial register is a public, electronically kept register of merchants and commercial companies, maintained by the register courts. Division A (HRA) lists, for example, sole traders, OHGs and KGs; division B (HRB) lists, for example, GmbHs, UGs and AGs.Partnership register (Gesellschaftsregister)The partnership register is the public register for registered civil law partnerships (eGbR) and is kept at the local court. It has existed since 1 January 2024.Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.GbR (civil law partnership)A GbR comes into existence as soon as at least two persons contractually undertake to pursue a common purpose, without a notary, register or minimum capital. All partners are personally liable for its debts, without limit and jointly and severally.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Partnership (Personengesellschaft)In a partnership, at least two partners join together, and the partnership depends on their personal involvement; examples are the GbR, OHG, KG and PartG. There is no minimum capital, but at least one partner is liable without limit.

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