In a dispute between partners or shareholders, the first priority is to preserve the company's ability to act and protect the rights of the person concerned. Whether to continue working together or negotiate a separation depends on the governing agreement, ownership structure and financial position.
When decisions are blocked
Deadlock, missing information or a dispute over management can disrupt operations. First, we distinguish who may run day-to-day business, which decisions require a partners' or shareholders' resolution and which majorities apply.
I review the governing agreement and previous decision-making practices. We clarify which decisions are urgent and which legal steps are available. Unilaterally blocking accounts or denying another partner or shareholder access to information may escalate the dispute and raise additional liability issues.
Preserving information and documents
For GmbH shareholders, § 51a GmbHG provides rights to information and inspection; refusal is permissible only under the statutory conditions. The relevant partnership rules for a GbR must be assessed separately. Rights and procedures cannot simply be transferred from one legal form to another.
Important documents include the governing agreement and amendments, resolutions, current financial figures, correspondence and an overview of ownership interests. Keep existing documents organised and record which information is missing.
Preparing a separation legally and financially
Before termination, expulsion or a transfer of an interest, the applicable requirements and consequences must be assessed. No single separation route suits every company. Management positions, personal guarantees, loans and ongoing contracts must also be considered.
Together, we develop your negotiating position and assess which claims may need to be secured or enforced in court. The company should remain able to act throughout the dispute as far as possible.
Compensation: amount, valuation and ability to pay
For compensation on exit, the basis of the claim, valuation standard and payment terms must be assessed separately. For departure from a GbR with legal capacity, § 728 BGB provides a statutory rule unless the partnership agreement provides otherwise. For a GmbH, the specific separation route and valid provisions in the articles of association are decisive.
An agreed amount is only part of the solution. Due dates, instalments, security, releases from liability and tax implications can be just as significant financially. I combine the company law assessment with consideration of these effects.
Whose interests do I represent?
Before accepting an engagement, we clarify whether you personally, as a partner or shareholder, or the company needs advice. These involve different interests. Please identify the company and the people involved in your first enquiry so that I can check for potential conflicts of interest.
Find out more about my work under Advice for partners in a GbR and shareholders in a GmbH.
Legal bases
This information explains typical situations. The specific agreements and facts determine the assessment of your case.