1. Necessity and requirement of the existence of a shareholder’s right to information. of society
This is particularly important to ensure transparency and to enable the shareholder to exercise their rights and duties as part of society effectively. Because the shareholder may have to take action quickly in order to protect his rights and secure his legal position. However, the scope of this right varies depending on the type of company.
2. Scope and legal basis of information claims in partnerships
For the individual partnerships, the following claims for information arise in favor of the partners. of society:
- GbR (company under civil law): The shareholder of a GbR receives a right of control over § 716 BGB. The shareholder has the possibility, if he is excluded from the management,
– to inform oneself about the affairs of the company,
– to inspect the books and papers of the company,
– Get an overview of the company’s assets.
A direct “hard” right to information vis-à-vis the company only exists in very narrow exceptional cases.
- OHG (general partnership): According to § 118 HGB, every shareholder of an OHG has the right to inspect the books and documents of the company and to find out about the affairs of the company. This right cannot be restricted by the articles of association. It should be noted that this is “only” a right of inspection and not a right to information.
- KG (limited partnership): In a KG, the general partner has the same information rights as a shareholder in an OHG (§ 118 HGB). However, the limited partner only has a limited right to information. He may inspect the books and documents of the company, but only in relation to the annual financial statements (§ 166 HGB).
- Silent Society: In the case of a silent partnership, the silent partner has a right to information, which results from § 233 HGB. He has the right to examine the annual financial statements and the management report and to obtain information about the affairs of the company.
- GmbH & Co. KG: In a GmbH & Co. KG, the same rules apply as in a KG for the limited partners and the same rules as in a GmbH for the general partners (§§ 51a, 51b GmbHG).
3. Tactical considerations in a shareholder dispute
It should be noted that if you lose your status as a shareholder, the right to information is also lost or only exists in a weaker form.
For tactical reasons, it should therefore be considered whether claims for information should first be asserted before the position as a shareholder is given up or terminated.
This article does not constitute concrete and individual legal advice, but only provides a rough initial overview of the very complex legal matter described. You can only obtain legal certainty for your specific case constellation through coordinated examination and advice from a competent lawyer.
I am happy to be at your disposal as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. of the company and the (co-)shareholders. Feel free to contact me by phone or write to me.
I advise nationwide on site or via zoom as a specialist lawyer in the areas of corporate law, tax law and insolvency law, especially in the cities and metropolitan areas around Stuttgart, Heilbronn, Karlsruhe, Freiburg, Ulm, Augsburg, Munich, Frankfurt, Wiesbaden, Saarbrücken, Kaiserslautern, Bonn, Wuppertal, Duisburg, Nuremberg, Munster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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