Section 58 GmbH Act permits a special repayment of contributions. Review the business model, articles clause, full payment, net profits and balance sheet.
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Contact the teamSection 58 GmbH Act provides a special route for repaying contributions. It applies to companies whose assets are naturally consumed in whole or in large part by their business, or whose assets consist of time-limited rights.
The payment depends on several conditions. The articles, full payment, the source of the net profits and the balance sheet must be reviewed together. A general payment or an ordinary capital reduction follows different rules.
This check separates the business model, articles, payment, profit source and balance sheet. Secure the documents before a payment is implemented.
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Classify the business and asset structure on the basis of concrete documents. Then read the complete articles clause. It must reserve the repayment and specify its type and conditions precisely.
Assemble payment evidence for each affected contribution. Then compare the annual accounts, profit allocation and reserves. Section 58 GmbH Act permits repayment only from current or previously reserved net profits.
Compare the repayment resolution, accounting entry and balance sheet. The liability item must correspond to the repaid amount. In a partial repayment, the individual contribution may not fall below EUR 70.
The special rule begins with the economic structure of the company. Section 58 GmbH Act covers companies whose assets must naturally be consumed in whole or in large part by their business. It also covers companies whose assets consist of time-limited rights.
It is therefore not enough that the company has little property or reports losses. The review must describe the business purpose, the assets used and the reason why the assets are consumed in ordinary operations. For time-limited rights, their duration and economic significance should be documented.
This classification separates section 58 GmbH Act from an ordinary capital reduction. An ordinary reduction has its own rules on resolution, notice and creditor protection. The article on an ordinary GmbH capital reduction addresses those procedural issues separately.
The repayment must be reserved in the articles. A later intention of the shareholders does not replace that basis. The complete articles, later amendments and any provisions on amount, timing, recipients and procedure are relevant.
Section 58 GmbH Act also requires the type and conditions of the repayment to be specified precisely. A clause that merely refers to repayment in general may leave the decisive questions unanswered. The wording, amendments and specific repayment resolution must be read together.
The resolution implements the articles clause but does not create it. If the resolution, articles and actual payment do not correspond, the deviation must be documented separately. The resolution challenge check helps organise the formal documents and the requested legal result where the resolution itself is disputed.
Before any repayment, the affected contribution must be reviewed. Section 58 GmbH Act requires the contribution to have been paid in full. A contribution that is only partly paid cannot simply be included in the special repayment route because the company wants to pay money to the shareholder.
The funds must come from net profits earned in the relevant balance-sheet year or from net profits reserved in earlier years. The payment flow must therefore be compared with the annual accounts, profit calculation, reserves and accounting entries. Sufficient liquidity alone does not establish the legally permitted source of funds.
This review is separate from ordinary profit allocation. An approved dividend can raise different questions from the special repayment under section 58 GmbH Act. The article on a GmbH profit allocation resolution provides a separate analysis. Prohibited distributions and repayment remain a distinct framework.
An amount equal to the repaid contributions must be shown as a liability item in the balance sheet. The repayment must therefore be reviewed beyond the bank record. The resolution, accounting entry, balance sheet and actual payment must describe the same transaction.
A partial repayment may not reduce a contribution below EUR 70. For every affected contribution, record the starting amount, the repayment and the remaining amount separately. A calculation of the total alone can conceal this limit.
The balance-sheet consequences must not be confused with the general minimum-capital rules for an ordinary capital reduction. Section 58 GmbH Act sets its own requirements for this special repayment. A blocked GmbH dividend payment involves a different review of the payment basis.
A shareholder dispute requires a complete allocation of evidence. The first file should contain the articles and amendments, the affected contributions and evidence of full payment. The second should contain annual accounts, profit calculations, reserves, balance-sheet items and accounting entries.
Add the repayment resolution, minutes, payment instruction, account statement and communications about amount and timing. Mark the balance-sheet year or previously reserved net-profit item from which the payment is said to arise. This permits a comparison between the statutory condition and the actual flow of money.
If the payment was processed through a shareholder current account, obtain the complete account history. The article on withdrawals and repayments through a shareholder current account covers that related but separate issue. Receive new legal information through BRANDaktuelle Rechtsnews.
No. Section 58 GmbH Act also requires a reservation in the articles, precise terms and conditions, full payment of the affected contribution, an authorised source from net profits and the required balance-sheet item.
No. It concerns special companies whose assets must naturally be consumed in whole or in large part by the business, or whose assets consist of time-limited rights. The specific company structure must be evidenced.
The special repayment under section 58 GmbH Act requires the contribution to have been paid in full. Evidence of payment should therefore be reviewed separately for every affected contribution.
The repayment must come from net profits earned in the relevant balance-sheet year or from net profits reserved in earlier years. A sufficient bank balance alone does not prove that source.
A partial repayment may not reduce a contribution below EUR 70. The balance sheet must also show an amount equal to the repaid contributions as a liability item.
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