Shareholder loan (Gesellschafterdarlehen)
Also: Gesellschafterdarlehen
In short
A shareholder loan is a loan that a shareholder gives to their own GmbH or UG. In insolvency, the claim for repayment is only satisfied after the claims of the other insolvency creditors.
Shareholder loan (Gesellschafterdarlehen) explained
Shareholder loans are a common way of providing the company with money without increasing the share capital. The shareholder bears the risk: in insolvency proceedings, claims for repayment of such loans and of economically equivalent transactions are subordinated (Sec. 39 (1) no. 5 InsO), and often nothing is left for them. This applies to companies without a natural person as a personally liable partner, such as the GmbH, UG and GmbH & Co. KG (Sec. 39 (4) InsO). Exempt is a non-managing shareholder holding no more than 10% of the liable capital (Sec. 39 (5) InsO). Agree the loan in writing and on clear terms.
