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On the registration in the commercial register when a shareholder leaves the company

The registration of the withdrawal does not require the cooperation of the shareholder concerned if his obligation to cooperate has been determined by a court.


A court ruling has already been issued on the withdrawal of a shareholder from a partnership ("Kommanditgesellschaft"). In this context, the leaving shareholders' duty to cooperate in the registration was also determined by court. The withdrawal of the shareholder was notified to the commercial register by the remaining partners of the company. The court decision was also attached to the commercial register application. The withdrawing shareholder did not participate in the registration himself. The competent court rejected the application because the withdrawing shareholder had not participated. The remaining shareholders appealed against this refusal.

The decision of the Berlin Court of Appeal of December 21, 2021 (Case No. 22 W 84/21)

The appeal was successful. It is true that, in principle, all shareholders must participate in the registration of the withdrawal of a shareholder. This also requires the participation of the withdrawing shareholder itself. In the present case, the Berlin Court of Appeal confirmed that this cooperation of the withdrawing shareholder is not necessary if his obligation to cooperate in the registration has been established by a final judgment. Then the registration of the remaining shareholders is sufficient.

Practical advice

In order to protect and inform the legal community, certain information must be provided in the commercial register for commercial partnerships (general partnership (Offene Handelsgesellschaft "OHG") and limited partnership (Kommanditgesellschaft "KG")). This includes information on the shareholders (partners), the company name, the registered office, the domestic business address and the representation relationships. These must be entered in the commercial register. In the case of a KG, the limited partners and their contributions must also be entered. If changes are made to these registered facts during the existence of the company (e.g. change in the number of partners, change in the company name or relocation of the registered office), these must also be notified and entered.

In particular, changes in the number of shareholders are of great importance in practice. At the same time, this gives rise to liability risks, for example if a sahreholder who has left the company but is still registered does business on behalf of the company. Because of the still existing registration of this (former) shareholder, the company can nevertheless be liable from such transactions. In the case of partnerships, the remaining partners are then also liable. In order to prevent this, companies and their respective partners should therefore always ensure that the entries in the commercial register relating to them are correct. In particular, changes must be filed for entry in a timely manner.

In principle, register applications must be made by all. The person affected by the registration (such as, in the case decided by the Berlin Court of Appeal, the withdrawing shareholder) must also cooperate. As a rule, this is also done in the shareholder's own interest. Nevertheless, cases can occur in which the respective shareholder blocks the registration for various reasons with the consequence that the other shareholders have to sue. If the shareholders then obtain a legally binding judgment, this obligation replaces the actual cooperation of the "blocking shareholder" (cf. Section 16 of the German Commercial Code ("HGB")). The registration court responsible for the application to the commercial register then also has no possibility of its own discretion in this respect.

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