Separate cooperation from register status
Secure the notarial deed, agreement, consent, filing and current register data. Section 78 GmbHG governs the relationship with the company; it does not automatically decide every claim between the parties.
Company-register filing after a share transfer: enforcing cooperation
After a disputed share transfer, the notarial deed, company-register filing, cooperation and shareholder status must be reviewed separately.
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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 teamA share-transfer dispute may start only after the contract is signed. One side demands cooperation with the company-register filing, while the other relies on defects of form, missing consent or a different agreement.
The company, the parties and the register operate on different levels. The current register entry matters, but it does not replace review of the transfer agreement and its completion.
Company-register filing after a share transfer: enforcing cooperation
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What is preventing the filing?
All paths at a glance
Overview of all answers.
Clarify form and completion first
Set out the obligation, transfer, conditions, payment and filing. Section 76(2) GmbHG generally requires a notarial deed for a legal transfer between living persons.
Do not merge transfer and register issues
A disputed transfer requires the agreement and register status to be read together. The article on disputed shareholder status shows why the registered person and alleged acquirer may have different claims.
If cooperation is demanded, define the precise goal: filing, declaration, delivery of a document or determination of a legal position.
Document the deed and consent
Secure the notarial deed, amendments, contractual consent, payment records and correspondence. Agreement on the price alone does not prove that every completion step was satisfied.
A transfer restriction may create a separate consent issue. It must be distinguished from form and filing requirements.
Identify the legal consequence and defendant
The GmbH is not automatically the correct defendant for every transfer claim. The seller and buyer may have performance or cooperation claims; the relationship with the company requires separate register analysis.
Secure the register history as well. For an upcoming meeting, the relevant question is who appeared as shareholder at that time.
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Frequently asked questions
Is a share transfer complete once it is signed?
Not automatically. Form, conditions, consent and completion must be reviewed under the agreement.
Who is treated as shareholder by the GmbH?
Generally the person entered in the company register. Claims between the parties are separate.
Can cooperation with the filing be enforced?
That depends on the agreement, form, conditions and the specific legal position.
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