The List of Shareholders of the GmbH: Significance and Legitimising Effect (§ 16 GmbHG)

Every GmbH must file a current list of shareholders (Gesellschafterliste) with the commercial register. If the shareholdings change, the list must be updated without undue delay by the managing directors or – where a notary is involved – by the notary.

If a holder of shares is not entered in the list of shareholders filed with the commercial register, he or she is not deemed to be a shareholder in relation to the GmbH either. He or she must therefore be denied membership rights, e.g. exercising voting rights, attending shareholders' meetings, etc. Conversely, a person who is registered but has in fact withdrawn and is no (longer) a shareholder is vested with all membership rights and obligations in relation to the company.

The list of shareholders therefore has a considerable legitimising effect (Legitimationswirkung) and must be kept with the utmost care. An incorrect or outdated list can effectively hollow out the shareholder position. A restriction of the legitimising effect comes into consideration only in exceptional cases of dishonest conduct on the part of the GmbH.