Unpaid GmbH share contribution: enforcement and dispute

A share contribution has been subscribed, but part of the amount remains unpaid. Before enforcing it, the GmbH must distinguish the original contribution duty, the basis for payment and any amounts already received.

The dispute cannot be resolved by looking at the ledger balance alone. The articles, resolution, delivery, due date, payment history and intended remedy must form one consistent chronology.

The contribution duty follows from subscription and articles

Subscribing a share contribution creates a corporate duty to contribute. Section 63 GmbHG must be read together with the articles, the subscription or assumption document and the agreed payment terms.

A later disagreement about management or the shareholding does not automatically remove an unpaid contribution. The first task is to identify the contribution subscribed and the part that remains due.

A valid call needs a clear legal basis

A call should not rest on an internal accounting note alone. Review the competent body, the articles, any resolution, the form of the demand and proof that it reached the shareholder.

Whether a separate resolution is required depends on the relevant articles and the payment arrangement. A document with the wrong amount, unclear payment instructions or no proof of delivery can make a later default assessment difficult.

The amount must account for earlier payments

Start with the subscribed contribution and deduct every payment that was actually received by the GmbH and can be attributed to that contribution. Bank records, the payment reference, accounting entries and the contribution account should produce the same balance.

A payment to another account, a partial payment without a clear allocation or an alleged contribution in kind cannot be treated as performance without review. The GmbH should show the calculation from the nominal amount to the alleged outstanding balance.

Due date and delivery determine default

Default presupposes that payment was already due. The due date may follow from the articles, a valid payment arrangement or a valid call. An expected date is not a substitute for that analysis.

Record the date of the demand, how it was sent, when it was received, the payment period allowed and any alleged payment. If receipt cannot be proved, the beginning of default remains uncertain.

Payment default must follow from the chronology

Only when a specified and due contribution was not paid after a proper demand can the GmbH sensibly assess default. An open accounting balance by itself proves neither the due date nor an effective demand.

Conflicting payment dates, later credits and discussions about an extension require particular care. Each alleged change should have evidence and a clear link to the contribution in question.

Which remedies are available to the GmbH

The GmbH may first demand the unpaid contribution on the basis of the verified claim and, if necessary, pursue it in court. The appropriate measure depends on whether the claim, amount and due date can already be proved.

Sections 66 and 67 GmbHG also provide a formal route for a shareholder in default. The loss of the share does not arise automatically from the first reminder. Delivery, any grace period and the further statutory requirements must be reviewed before that consequence is pursued.

Put the evidence into one contribution file

Keep the articles, subscription document, relevant resolutions, the call with proof of delivery, bank statements, accounting records and all communications about amount, timing, part payment or an extension together.

A short table should show the subscribed amount, payment date, amount received, allocation, remaining balance and supporting record. This reveals whether the dispute concerns the amount, due date, delivery or the legal consequence.

Separate the claim from the consequence in a dispute

Anyone enforcing an unpaid contribution should separate the payment claim from default consequences and from a possible exclusion procedure. Those steps have different conditions and should not be merged into one general demand.

Arrange the records in the chronology above and match the requested measure to the evidence. New legal updates are available through BRANDaktuelle Rechtsnews.

Frequently asked questions