Silent Partnership: Filing a Claim as an Implied Extraordinary Termination (Federal Court of Justice, II ZR 129/24)

In its order of 10 December 2025 (case no. II ZR 129/24), the Federal Court of Justice (Bundesgerichtshof, BGH) clarified that the mere filing of a claim for repayment of the contribution can be regarded as an implied extraordinary termination. A separate notice of termination is not required.

The case concerned an investor who in 2005 acquired an atypical silent participation in a GmbH. With effect from 31 December 2018, the GmbH was transferred to a British limited company by way of a cross-border merger without his consent. The investor was informed only afterwards and was to receive shares in the limited company in return. In July 2023 he filed a claim for repayment of his contribution.

Of particular relevance for practice: companies with silent participations should note that structural measures taken without the consent of the partners can trigger compensation claims in the full amount of the contribution. The company bears the burden of presentation and proof for losses incurred and must present them with reference to the relevant date and free of contradictions.