Compare the maximum, allocation and requested relief against the file.
Compare the articles, call resolution, delivery record, amount and requested relief in one chronology.
Additional contributions in a GmbH: call, due date and shareholder rights
When may a GmbH call additional contributions? The articles, maximum limit, allocation, due date and consequences of default must be checked together.
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Contact the teamA GmbH does not acquire a right to further payment merely because it needs liquidity. The articles must allow the shareholders to resolve further payments. The articles, the resolution, the amount called and the due date must then be examined as separate parts of the same dispute.
Section 72 GmbHG requires a limit determined by reference to the shareholders’ nominal contributions. Without that limit, the relevant articles provision is ineffective. Every shareholder contributes in proportion to their nominal contribution.
Additional contributions in a GmbH: call, due date and shareholder rights
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Are the articles, call and due date documented clearly enough to review the payment claim?
All paths at a glance
Overview of all answers.
Clarify the articles limit, payment demand and receipt first.
First organise the contractual limit, amount demanded and receipt of the payment demand. Only then can default be assessed reliably.
Articles and maximum limit
Section 72(1) GmbHG requires the articles to allow a resolution calling for further payments. Under section 72(2), the obligation must be limited by an amount determined in proportion to the nominal contributions. A flat amount that does not respect that limit may make the provision ineffective. Read the specific clause and calculate each shareholder’s share separately.
Call, allocation and due date
The call must be based on the articles and the required shareholder resolution. Section 72(3) GmbHG requires every shareholder to pay in proportion to their nominal contribution. For each share, preserve the resolution, payment demand, delivery, amount and due date. A general need for funding does not replace that sequence. Guidance on unpaid share contributions.
Default and available consequences
If a shareholder is late with a called additional contribution, section 73 GmbHG generally applies the rules governing late payment of nominal contributions, unless the articles provided otherwise at the same time. Those rules include threatening exclusion with a grace period of at least one month, declaring exclusion after the grace period expires without payment and, where the statutory conditions are met, selling the share. The contract, receipt and chronology determine whether those steps are available.
Repayment of contributions already paid
A paid additional contribution is not automatically repayable when the GmbH’s finances improve. Section 74 GmbHG permits repayment only where the amount is not needed to cover a balance-sheet loss affecting the nominal capital. Repayment must be made to all shareholders in proportion to their nominal contributions, and the statutory publication and three-month period generally have to be observed.
Frequently asked questions
Does every shareholder have the same maximum amount?
No. The limit must be determined by reference to the nominal contributions. The amount called from each shareholder must therefore be derived separately from the articles and the resolution.
Is a payment demand without a shareholder resolution enough?
That cannot be assumed. Section 72 GmbHG links the call to the articles-based power to resolve further payments. The articles, resolution and demand must be reviewed together.
What happens if the payment is late?
Section 73 GmbHG generally refers to the rules for late payment of nominal contributions. If exclusion is threatened, the statutory grace period must be checked, together with the contract and receipt of the demand.
Can a paid contribution be reclaimed immediately?
No. Section 74 GmbHG sets separate conditions, including whether the amount is needed to cover a balance-sheet loss, repayment to all shareholders proportionally and the statutory period after publication of the repayment resolution.
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