13. May 16

GmbH shareholder’s estate: Passing on company shares

The shares in a GmbH form part of a GmbH shareholder’s estate. Accordingly, it is important to settle early on who the company shares will go to in the event of succession.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: Succession law provides that the rules of intestate succession automatically kick in if the testator fails to specify any other arrangements in a will or contract of inheritance. In the case of a GmbH shareholder, it is not only cash assets and real estate that form part of the estate but also any shares in the company. In the interests of GmbH shareholders as well as the company, the former ought to give some thought at an early stage to who shall inherit the shares in the event of succession

In the absence of any other arrangements, the rules of intestate succession apply. In that case, the company shares are passed on to the family, spouse, children, etc. If they have little interest in the company or are unsuitable, or if the aim is to avoid disputes among the heirs, it is also possible to consider other individuals in a will or contract of inheritance. That being said, one needs to take into account various aspects of succession law for this to happen, e.g. the right to a compulsory portion.

It is equally in the interests of the GmbH and the other shareholders that sensible arrangements be made concerning the estate. Inheritance disputes or an ill-suited heir has the potential to cripple a company and even jeopardize its existence. In order to prevent damage to the company, appropriate arrangements should be agreed from the outset in the articles of association and, as the case may be, included in the GmbH’s statutes. In this way, it is possible, for instance, to agree to the transfer of the company shares to the other shareholders or reach similar arrangements. However, these also have to be consistent with succession law.

In cases such as these, it is essential to obtain comprehensive legal advice in the fields of succession law and company law. To this end, those concerned can turn to law firms that boast an interdisciplinary team of experts. Lawyers who are competent in a wide variety of legal fields can provide advice and find a solution that takes account of the interests of both the heirs and the testator as well as the interests of the remaining shareholders, and benefits all of the parties involved.

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