Review the legal basis, evidence and relief together.
Review the legal basis, evidence and relief together.
GmbH insolvency: shareholder rights in dispute
The GmbH’s insolvency does not automatically remove every shareholder right. Separate the insolvency process, corporate authority and resolution issues.
Your shareholder dispute team
BRANDAUER Rechtsanwälte
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 teamWhen insolvency proceedings are opened over a GmbH’s assets, disputes often arise at the same time about management, information, resolutions and payments.
A shareholder does not automatically lose every right. Nor may a shareholder simply take over the functions of the insolvency administrator or management. The requested measure and the stage of the proceedings are decisive.
GmbH insolvency: shareholder rights in dispute
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Are the relevant records and the precise next step documented?
All paths at a glance
Overview of all answers.
Organise missing records and authority first.
Organise missing records and authority first.
Separate opening from corporate bodies
Sections 1 and 2 IO define the framework and effects of opening proceedings. The insolvency process concerns the company’s assets. Corporate office, register and articles issues require an additional review.
Information and resolutions
A shareholder may seek information or a resolution, but authority and timing must be checked. Secure the opening order, administrator appointment, register position, notices and minutes together.
Management and the filing duty
Section 69 IO concerns timely filing. In a dispute about breaches, insolvency, over-indebtedness, knowledge, timing and loss must be evidenced separately. Section 25 GmbHG does not replace that analysis.
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Frequently asked questions
Does opening insolvency remove every shareholder right?
No. The actual position, stage of proceedings and authority must be reviewed separately.
Can the shareholder instruct the insolvency administrator?
Not as a general rule. The administrator’s duties and the shareholder’s corporate rights are different levels.
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Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.
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