Compare the articles with the resolution
Read the cancellation clause in full and compare it with the notice, agenda and resolution wording. Section 34 GmbHG and the articles determine which requirements and consequences must be reviewed.
Cancellation of a GmbH share: reviewing the resolution and compensation
A GmbH share cancellation requires a separate review of the articles, resolution, majority, form and compensation consequences.
Your shareholder dispute team
BRANDAUER Rechtsanwälte
Dispute team for shareholders and managing directors
A shareholder dispute calls for corporate law, litigation strategy and commercial understanding from one team. Mag. Bernhard Brandauer is responsible for the legal advice; depending on the conflict, further specialised lawyers of the firm support safeguards, evidence, negotiations and court enforcement.
Contact the teamCancellation of a GmbH share directly affects the participation. In a dispute, a general reference to misconduct or a resolution without reading the articles is not enough.
The legal basis, procedure, majority, possible voting bans and compensation consequences must be reviewed separately.
Cancellation of a GmbH share: reviewing the resolution and compensation
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What is the proposed cancellation based on?
All paths at a glance
Overview of all answers.
Do not create a ground after the fact
Set out the specific facts, contractual clause and legal consequence in chronological order. A current conflict does not automatically replace a statutory or contractual basis.
Read the cancellation clause and dispute together
Cancellation is not a standalone resolution issue. The wording and requirements of the articles, the alleged breach and whether the resolution states the facts sufficiently are decisive.
The article on shareholder exclusion covers the broader conflict. Cancellation additionally requires close review of the share clause.
Document procedure and voting rights
Secure the notice, agenda, proxies, minutes and vote count. If the affected shareholder has a personal interest, section 39(4) GmbHG must be reviewed. The permitted votes and required majority must follow from the specific resolution.
A transfer restriction concerns a transfer and is not automatically the same as cancellation.
Do not assume the compensation outcome
Cancellation may raise a compensation issue. The basis, valuation date and payment terms must not be added without a contractual or statutory basis. The resolution and payment dispute should be pursued as separate questions.
The security triage helps organise the resolution, documents and threatened harm for the next review.
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Frequently asked questions
Can a shareholder be cancelled without a clause in the articles?
That depends on the specific statutory or contractual basis. The clause and resolution must be reviewed together.
May the affected shareholder vote?
The resolution and any voting ban under section 39(4) GmbHG must be reviewed.
Does the resolution settle compensation?
No. The basis, valuation, valuation date and payment may form separate disputes.
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Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.
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