What happens if a shareholder does not make his contribution?
May 9, 2022 | 50,00 EUR | answered by Helma Beck
Dear corporate lawyer,
I hope you can assist me with my problem. My name is Fred Bahr and I am a shareholder of a GmbH. In our Articles of Association, it is stipulated that each shareholder must make a certain contribution. Unfortunately, one shareholder has not yet made their contribution, even though this was agreed upon some time ago.
This situation is causing me great concern, as I fear it could lead to financial difficulties and disagreements within the company. I am wondering what the legal consequences are if a shareholder does not make their contribution, and how we as a company can respond to this.
Are there legal steps that we as shareholders can take to compel the defaulting shareholder to fulfill their obligations? Or are there ways to amend the Articles of Association to prevent such situations in the future?
I would greatly appreciate your professional assessment and possible solutions to clarify this matter and ensure the stability of our company.
Thank you in advance for your assistance.
Sincerely,
Fred Bahr
Dear Mr. Bahr,
Thank you for your inquiry regarding the issue with a shareholder who has not paid their contribution. This situation can indeed lead to financial difficulties and disagreements within the company, so it is important to respond appropriately.
When a shareholder fails to pay their contribution, it goes against the contractual agreements and can have serious consequences. Typically, the company's articles of association will have provisions outlining what happens when a shareholder fails to pay their contribution on time. In such cases, late payment interest or even contractual penalties may be applied.
As a shareholder, you may take legal action to compel the defaulting shareholder to fulfill their obligations. This may involve enforcing the contractual consequences, such as late payment interest or contractual penalties. An out-of-court settlement is also possible by demanding payment from the defaulting shareholder and threatening legal action if necessary.
It is also important to consider whether the company's articles of association should be amended to avoid such situations in the future. This could be done, for example, by adding provisions for the automatic dissolution of the company in case of non-payment of contributions.
It is advisable to consult a corporate law attorney to find the best possible solution for your specific problem. An attorney can help you plan and implement the legal steps needed to ensure the stability of your company.
I hope this information is helpful to you and wish you success in resolving this matter.
Sincerely,
Helma Beck, Corporate Law Attorney
