Glossary · Governance and representation

Shareholder or partner (Gesellschafter)

Also: Gesellschafter, member, shareholder, partner

In short

Shareholders or partners are the members of a company; in a GmbH and UG, they are the holders of the shares. Their rights, obligations and liability depend on the legal form and the articles of association or partnership agreement.

Shareholder or partner (Gesellschafter) explained

Shareholders can be natural persons, but also other companies, such as a GmbH or a registered GbR. A GmbH or UG can be formed by a single person; a GbR, OHG and KG need at least two partners. There are big differences in liability: in a GbR and OHG, all partners are personally liable without limit; in a KG, the limited partner is only liable up to their liability amount. In a GmbH and UG, shareholders are in principle not personally liable for the company's debts; they risk their contribution. In a GmbH, they decide in the shareholders' meeting, for example on the use of profits and on managing directors. The list of shareholders shows who the shareholders of a GmbH are.

Legal basisSec. 705 BGB; Sec. 1, 16, 46 GmbHG; Sec. 161 HGB

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Related terms

Limited partner (Kommanditist)The limited partner is the partner with limited liability in a KG; they are only liable to creditors up to their liability amount entered in the commercial register. Once they have paid their contribution, their liability is excluded.Managing director (Geschäftsführer)The managing director runs the GmbH or UG and represents it in and out of court. They must be a natural person with full legal capacity and are appointed by the shareholders.Shareholders' meeting (Gesellschafterversammlung)The shareholders' meeting is the body in which the shareholders of a GmbH or UG pass their resolutions. Among other things, it adopts the annual financial statements, decides on the use of profits and appoints the managing directors.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.KG (limited partnership)The KG is a commercial partnership with at least one partner with unlimited liability (general partner) and at least one limited partner whose liability is limited to a liability amount. It is entered in division A of the commercial register.

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