Gesellschafter

Gesellschafter is in German business law the term used for a person or entity that holds an equity stake in a company or partnership. In everyday usage it is most common for partnerships (such as Open Handelsgesellschaft OHG and Kommanditgesellschaft KG) and for Gesellschaften mit beschränkter Haftung GmbH. In stock corporations, the equivalent term is usually Aktionär (shareholder) rather than Gesellschafter, although the concept of ownership remains the same.

In einer GmbH, Gesellschafter are the owners of the company’s share capital. Their liability is typically limited to their contributed capital. They participate in profits and losses according to their shareholdings and exercise control mainly through the Gesellschafterversammlung (shareholders’ meeting) and by appointing or dismissing the managing directors. The transfer of shares can be subject to consent laws and, in many cases, requires a notarial deed and compliance with the articles of association.

In personengesellschaften such as OHG and KG, Gesellschafter may bear differing liability profiles. In einer OHG each Gesellschafter is generally personally and jointly liable for the partnership’s obligations. In einer KG gibt es Generalpartner (with unlimited liability) and Kommanditisten (with liability limited to their capital contributions). The right to participate in management and profit distribution depends on the partnership agreement and the form of liability.

Rights and duties of Gesellschafter typically include participation in governance through meetings, information rights, distribution rights, and obligations to contribute capital as agreed. They may have fiduciary duties to the company and, depending on the form, may face restrictions on competition or requirements for capital maintenance. Exit and succession arrangements, including share transfers or buyout provisions, are usually governed by the articles of association and relevant laws.