A transaction between a GmbH and a shareholder requires separate review of representation, approval, voting ban and possible managing-director liability.
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 contract between a GmbH and a shareholder is not automatically prohibited. It does require careful review of representation, approval, arm’s-length evidence and voting rights.
In a dispute, document the transaction, alleged loss and role of each person separately.
Section 18(5) GmbHG contains a special documentary requirement for a transaction by the sole shareholder with the company they represent. Section 25(4) contains a specific liability rule for certain managing-director transactions without prior approval.
Neither provision replaces review of who represented the GmbH or whether the content and performance of the transaction caused a legally relevant loss. Where records are withheld, the inspection-right guide addresses the prior information step.
Section 39(4) GmbHG excludes a shareholder from voting in a resolution on a transaction with that shareholder or on starting or settling litigation involving them. The analysis focuses on the agenda item actually voted on.
Record the person, motion, vote and result without the disputed vote.
Use contracts, approvals, payment records, market evidence and corporate resolutions to establish any breach and loss. A conflict alone does not answer whether damages are owed.
Preserve communications and separate company loss, personal benefit and any possible restitution.
Section 39(4) GmbHG may create a voting ban. The resolution and conflict must be assessed.
No. Section 25(4) contains a specific director-liability rule; representation and effectiveness require separate review.
The contract, representation documents, approvals, resolutions, payment records, market evidence and communications.
Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.
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