Can I sell my shares in a GmbH as a shareholder without the approval of the other shareholders?
November 11, 2023 | 40,00 EUR | answered by Otto König
Dear lawyer,
my name is Jürgen Born and I am a partner in a GmbH. Lately, I have been considering selling my shares in the company as I wish to pursue a new professional path. However, I am unsure whether I can sell my shares without the consent of the other partners.
The company agreements were concluded several years ago and do not contain specific provisions regarding the sale of company shares. Currently, I hold 30% of the shares, while the other partners each hold 35%.
My concern is that the other partners may not agree to the sale of my shares, as they may have concerns about the new shareholder. At the same time, I do not want to get into legal trouble and therefore want to clarify in advance whether I can sell my shares independently of their approval.
Could you please tell me if I, as a partner in a GmbH, can sell my shares without the consent of the other partners? If not, what other options do I have to exit the company? Thank you in advance for your help.
Sincerely,
Jürgen Born
Dear Mr. Born,
Thank you for your inquiry regarding the sale of your shares in the GmbH in which you are involved. In your case, it is important to consider the legal regulations regarding the sale of company shares, especially since the articles of association do not contain specific provisions in this regard.
In general, the sale of company shares in a GmbH is only possible with the consent of the other shareholders, unless the articles of association of the GmbH provide for different regulations. This means that you cannot sell your shares without the consent of the other shareholders.
In your specific case, you hold 30% of the shares, while the other shareholders each own 35%. Since there are no specific provisions regarding the sale of company shares in the articles of association, you should negotiate with the other shareholders to reach an agreement on the sale of your shares.
If the other shareholders do not agree, there are some alternative ways to exit the company. One option, for example, would be to sell your shares to a third party who is already involved in the company and thus already has the trust of the other shareholders. Another option would be to leave the company and sell or transfer your shares to the remaining shareholders in another way.
However, it is important to seek legal advice before taking any steps to ensure that you do not encounter any legal difficulties as a result of leaving the company. An experienced corporate lawyer can help you find the best possible solution for your situation.
I hope this information has been helpful to you. If you have any further questions or require more detailed advice, I am at your disposal.
Sincerely,
Otto König
