Shareholder List: The Register Court Has Only a Formal Right of Review (Higher Regional Court of Schleswig, 2 W 74/25)

The managing directors of a GmbH, or where applicable the notary involved, must file a list of shareholders with the commercial register without undue delay after any change in the persons of the shareholders or in the extent of their participation takes effect. According to the final and binding order of the Higher Regional Court (Oberlandesgericht, OLG) of Schleswig of 28 November 2025 (case no. 2 W 74/25), a distinction must be drawn here between the function of the register court and the responsibility for substantive accuracy.

The OLG Schleswig makes clear that the register court does not, as a starting point, act as a reviewing body but as a "custodian" (Verwahrstelle) which takes the shareholder list into the register folder. Those filing the list bear liability for ensuring its substantive accuracy. In this respect, the register court in principle has only a formal right of review. Only in evident cases, where the inaccuracy is obvious to the register court without further investigation, may it refuse to accept a list that has been filed in the proper form.