Review the legal basis, evidence and relief together.
Review the legal basis, evidence and relief together.
Inherited GmbH share in dispute: register and shareholder rights
When a shareholder dies, succession, the articles, the company register and exercise of rights meet. Review each level separately.
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 teamAfter a shareholder dies, heirs often seek information, participation or a distribution quickly. The company register may still show the deceased person.
A share may be inheritable. That does not mean that every heir can immediately exercise every shareholder right against the GmbH. The estate, heirship, articles and register position must be separated.
Inherited GmbH share in dispute: register and shareholder rights
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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.
Establish succession and the estate
Section 76(1) GmbHG treats company shares as inheritable. The first review still requires the death certificate, will or intestacy documents, the certificate of inheritance and the articles.
Several heirs and joint exercise
Several heirs cannot simply dispose of one share individually. Review representation, joint exercise, a succession clause in the articles and any buy-out or compensation rights.
Register, notice and distributions
Section 78(1) GmbHG links standing against the company to the company register. An heir should therefore sequence estate documents and registration before a general meeting or distribution.
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Frequently asked questions
Can an heir vote immediately?
That depends on heirship, the certificate of inheritance, the articles and register standing. These questions are not identical.
What if there are several heirs?
Joint exercise and representation must be clarified. One person cannot automatically exercise the share alone.
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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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