{"id":1099,"date":"2026-09-30T15:24:52","date_gmt":"2026-09-30T15:24:52","guid":{"rendered":"https:\/\/cooperation.law\/?page_id=1099"},"modified":"2026-10-01T07:10:10","modified_gmt":"2026-10-01T07:10:10","slug":"shareholders-among-themselves","status":"publish","type":"page","link":"https:\/\/cooperation.law\/en\/shareholders-among-themselves","title":{"rendered":"Shareholders among themselves"},"content":{"rendered":"\n

The question<\/h2>\n\n\n\n

What do shareholders and partners owe one another? And how can they give their cooperation a form that survives disagreement, deadlock and the departure of one of them?<\/p>\n\n\n\n

In brief<\/h2>\n\n\n\n

Shareholders owe one another a duty of loyalty: in everything that concerns the company they must have regard to its interests and to those of their fellow members. The articles or the partnership agreement organise the company; a shareholders’ agreement alongside them can govern what binds the members personally. The law provides no procedure for deadlock, so it has to be resolved by contract in advance. Whether the rules hold becomes clear when someone joins or leaves.<\/p>\n\n\n\n

The law<\/h2>\n\n\n\n

The examples come mainly from the German private limited company (GmbH), the civil-law partnership (GbR) and the registered association (Verein). The reasoning applies to every form of company.<\/p>\n\n\n\n

The duty of loyalty as a duty to cooperate<\/h3>\n\n\n\n

The shareholders’ duty of loyalty (Treuepflicht<\/em>) is not written in any statute. The courts developed it for partnerships and corporations alike. It reaches further in a small partnership where everyone works together than among the shareholders of a listed company.<\/p>\n\n\n\n

Mostly it works as a limit: votes may not be cast against the common purpose, and the company’s business opportunities may not be quietly taken for oneself. Exceptionally it also requires action, such as consenting to a measure that is indispensable for the company’s survival and reasonable for the individual (Federal Court of Justice (BGH), judgment of 19 October 2009, II ZR 240\/08, “restructure or leave”).<\/p>\n\n\n\n

This is the core of it: the duty of loyalty is the legal form of the insight that founding a company begins a shared course of action, not merely a contract. It turns co-owners into partners in cooperation.<\/p>\n\n\n\n

A shareholders’ agreement alongside the articles<\/h3>\n\n\n\n

A GmbH’s articles are open to inspection in the commercial register, bind future shareholders and can only be amended by a three-quarters majority and notarial recording (Section 53 GmbHG). What shareholders want to agree privately among themselves goes into a shareholders’ agreement, a contract alongside the articles. Typical contents are voting agreements, pre-emption, tag-along and drag-along rights, duties to work for the company, non-compete clauses, reporting lines, the resolution of deadlock. If the agreement contains an obligation to transfer GmbH shares, it must be notarially recorded (Section 15(4) GmbHG).<\/p>\n\n\n\n

The drawback of this split is that two sets of rules can drift apart. The agreement binds only those who signed it. Whether a resolution can be challenged because it breaches an agreement signed by all shareholders is not answered uniformly; in older decisions the BGH allowed such a challenge (judgment of 20 January 1983 \u2013 II ZR 243\/81). It is safer to align both texts and to require every new shareholder to accede to the agreement. In a GbR, the partnership agreement is itself the agreement between the partners. In a Verein, the articles govern the relationship between the members, and side agreements hardly play a role there.<\/p>\n\n\n\n

Information rights<\/h3>\n\n\n\n

A GmbH shareholder may demand information on the company’s affairs from the managing directors without delay and inspect its books and records (Section 51a(1) GmbHG). This may be refused only where there is reason to fear that the shareholder will misuse the information for purposes unrelated to the company, and only on a shareholders’ resolution; the articles cannot deviate (Section 51a(2) and (3) GmbHG).<\/p>\n\n\n\n

For the GbR, Section 717 German Civil Code (BGB) has governed information rights since 1 January 2024. Every partner may inspect the partnership’s records, take extracts and additionally ask for information (subsection 1). Contractual restrictions do not apply where the information is needed to exercise the partner’s own membership rights, in particular where there is reason to suspect dishonest management. Managing partners must volunteer the necessary information (subsection 2).<\/p>\n\n\n\n

Deadlock and how to resolve it<\/h3>\n\n\n\n

In a GmbH with two equal shareholders a tied vote means rejection; in a GbR, under the statute, a single “no” is enough (Section 714 BGB). Either can paralyse a company. In the end the law offers only dissolution, for a GmbH for example by an action for dissolution for good cause (Section 61 GmbHG). A sequence of steps therefore belongs in the contract:<\/p>\n\n\n\n