Redemption of GmbH Shares: Why Fast Action Is Decisive

The shareholder list (Gesellschafterliste) under § 16 of the German Limited Liability Companies Act (GmbHG) has a strong legitimising effect: in relation to the company, only those entered in it count as shareholders. This means that only these persons have the right to attend shareholders' meetings, to vote there and to assert information rights against the company – irrespective of the substantive legal position.

If a share is redeemed (Einziehung), the management can within a few days procure the filing of a new shareholder list with the commercial register. Affected shareholders thereby effectively lose their rights unless they react immediately. Swift legal protection is therefore decisive, for example by applying for an interim injunction.

Particularly in start-ups that are still in the build-up phase, important and time-critical decisions are increasingly taken. It is therefore crucial to be able to take swift and efficient action against a redemption by way of interim relief.