A shareholder loan dispute requires a separate review of the contract, repayment, ranking and capital maintenance rules.
Your shareholder dispute team
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 loan may finance a GmbH and later become the centre of a dispute. Neither a booking description nor a general reference to a crisis is enough. The contract, payment, repayment terms, ranking and financial position must be reviewed.
In a shareholder dispute, the claim and capital maintenance must be kept separate. A repayment may be due, but corporate law limits or a valid agreement may affect how it is assessed.
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Secure the loan agreement, amendments, payment evidence and repayment terms. Section 18 GmbHG concerns representation and section 25 concerns diligence and liability. Whether a claim is due follows from the agreement, not from the accounting entry alone.
Classify each payment by purpose, recipient and legal basis. An entry may reflect a loan, withdrawal, distribution or another transaction. The classification must match the underlying documents.
A repayment claim starts with its legal basis. Read the agreement, approvals, payment and repayment terms together. For a transaction with a shareholder, representation and possible managing director liability must also be reviewed.
The shareholder current-account review helps distinguish withdrawals from repayments. It does not replace the contractual analysis.
Section 82 GmbHG protects company assets against unlawful benefits to shareholders. It does not mean that every payment to a shareholder is automatically prohibited. Arm’s-length transactions and independent claims require separate analysis.
For an alleged repayment, document the balance, maturity, liquidity and payment basis side by side. Section 83 GmbHG concerns repayment of unlawful benefits.
Secure bank statements, ledgers, accounts, shareholder resolutions, emails and any subordination agreement. The information and inspection rights can help identify missing company records.
A later reclassification does not automatically show what was agreed when the payment was made. A chronology of amount, date, purpose and document prevents contradictory case theories.
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No. The agreement, maturity, conditions and payment basis must be reviewed.
No. The legal basis and the contractual and financial circumstances are decisive.
The agreement, amendments, bank records, ledgers, resolutions and communications about payment and repayment.
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