How to leave a limited liability company
Leaving a limited liability company (GmbH) can be difficult, as there are often rules and conflicts involved. There are two main ways:
- the withdrawal of a shareholder or
- the exclusion of an unwanted shareholder.
Withdrawal from the GmbH
A shareholder can withdraw in three ways:
- Sale of shares: The shareholder sells their shares to someone who wants to take them over.
- Approval by the shareholders’ meeting: The withdrawal is decided by the other shareholders.
- Withdrawal lawsuit in court: If no agreement can be reached, the shareholder can file a lawsuit in court claiming that their membership is no longer reasonable.
Important reasons for a withdrawal lawsuit:
- Abuse of power or breach of trust by other shareholders.
- Serious disputes that make cooperation impossible.
- Changes in the company (e.g., expansion of business activities) that cannot be reasonably expected of the shareholder.
The court examines the case individually and determines a severance payment for the departing shareholder, or the other shareholders take over his shares.
Exclusion of a shareholder
If a shareholder is undesirable, the LLC itself can file an exclusion lawsuit. However, this requires the consent of all other shareholders, which is often difficult in the event of conflicts. Exclusion is almost impossible, especially in LLCs with only two shareholders.
Conclusion
Withdrawal or exclusion from a GmbH is complicated and subject to strict conditions. Before taking legal action, the shareholders should try to find a mutually acceptable solution.