Review the legal basis, evidence and relief together.
Review the legal basis, evidence and relief together.
Shareholder loan in a GmbH crisis: repayment and equity substitution
A shareholder loan in a GmbH crisis cannot be treated like an ordinary payment. Review repayment, ranking and evidence separately.
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 teamA shareholder provides money to the GmbH as a loan or ongoing financing. The company later enters a crisis and repayment becomes disputed.
The label in the agreement is not decisive by itself. A shareholder loan replacing equity may be subject to different repayment, ranking and recovery rules than an arm’s-length loan.
Shareholder loan in a GmbH crisis: repayment and equity substitution
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Are the relevant records and the precise next step documented?
All paths at a glance
Overview of all answers.
Organise missing records and authority first.
Organise missing records and authority first.
Separate crisis from financing function
The Equity Substitution Act focuses on the crisis and the financing decision. Review timing, the shareholder’s knowledge, the company’s position and the purpose of the payment. Interest in the agreement does not prove that the financing was at arm’s length.
Review repayment and ranking together
A repayment must be placed in its financial and chronological context. Secure the loan agreement, bank records, shareholder resolution, liquidity position and communications about the crisis. The company must not be further harmed by an unclear payment chain.
Relief, recovery and evidence
Sections 82 and 83 GmbHG limit prohibited distributions and address recovery. Whether the company, an insolvency administrator or a shareholder may pursue a claim depends on the precise payment basis.
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Frequently asked questions
Is every shareholder loan in a crisis prohibited?
No. The statutory requirements, the actual crisis, the financing function and the timing of the payment are decisive.
Can a repayment be recovered?
That may be possible. The agreement, crisis, purpose, recipient and applicable recovery rules must be reviewed together.
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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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