Geschäftsanteilen

Geschäftsanteil is a term used in German corporate law to describe a shareholder’s ownership stake in a company, typically in a GmbH (limited liability company) but also in other forms of partnership or corporation. It denotes the portion of the company’s capital that a person has contributed and, accordingly, their entitlement to profits and influence on company decisions. In practice, the value and voting weight of a Geschäftsanteil correspond to its share of the registered capital.

In a GmbH, the company capital is divided into Geschäftsanteile with a nominal value. The total of these share values equals the stated capital (Stammkapital). The distribution of Geschäftsanteile determines each shareholder’s voting rights, profit entitlement, and potential liability to the extent of their contributed capital. Some companies use the term to emphasize the equity nature of the stake; others distinguish between nominal share and economic interest.

Rights and obligations associated with a Geschäftsanteil typically include participation in profits, receipt of capital upon liquidation, and access to information. Voting rights at the general meeting generally align with the size of the share, subject to any special rights granted to certain share classes or agreements among shareholders. Liabilities are limited to the contributed capital, unless additional agreements impose further obligations.

Transfer and restrictions: In GmbHs, transfers of Geschäftsanteile are often subject to restrictions set out in the articles of association, such as consent requirements or rights of first refusal. Transfers generally require entry into the company’s share register and, for changes in ownership, notification to and approval by the company. By contrast, Aktien in an Aktiengesellschaft (AG) are typically freely tradable on a market, subject to legal and regulatory constraints.