Shareholder List (GmbH/UG): Content, Mandatory Details and Updates
Anyone setting up a GmbH or UG or taking over shares encounters the shareholder list at the latest at the commercial register filing or after a share transfer. Very specific questions then often arise: which details belong in it, who submits the list and when does it have to be updated?
Errors or delays can become relevant above all when voting rights are to be exercised, profits paid out or further shares transferred.
Table of contents
At a glance
- The shareholder list is a document filed with the commercial register that shows the shareholders and the extent of their shareholding in a GmbH or UG.
- After a change in the shareholders or in the extent of a shareholding, in principle only the person recorded as such in the shareholder list filed with the commercial register is deemed the holder of a share vis-à-vis the company.
- At formation, the shareholder list must be submitted under Section 8(1) no. 3 GmbHG. Later changes in the shareholders or in the extent of shareholdings are documented in particular under Section 40 GmbHG by an updated list.
- Additional formal requirements, for example on numbering and percentages, are set out in the Shareholder List Ordinance (GesLV).
- At formation, the list is signed by the persons filing. For later changes, the management is generally responsible. If a notary was involved in the relevant change, they submit the updated list under Section 40(2) GmbHG instead of the management.
What is the shareholder list and what effect does it have?
The shareholder list shows who is recorded as a shareholder according to the list filed with the commercial register and to what extent the person or company holds a stake. It is submitted electronically to the commercial register and placed in the register folder there. For many founders, this is the moment when their own shareholding becomes visible in an official place for the first time.
The shareholder list does not always conclusively determine who actually owns a share. However, it is generally decisive for who is deemed the holder of the share vis-à-vis the company and can exercise the associated membership rights. Section 16(1) GmbHG expressly ties this effect to the shareholder list filed with the commercial register.
Legitimising effect vis-à-vis the company
The shareholder list is particularly important for determining who is legitimised vis-à-vis the company to exercise the rights attached to a share. These can include, for example, voting rights, information rights and rights to profits.
Anyone who is not yet correctly recorded in the filed list after a change generally cannot simply exercise their shareholder rights vis-à-vis the company. Conversely, a person still recorded in the filed shareholder list may initially continue to be deemed legitimised.
When must a shareholder list be submitted or updated?
Section 8(1) no. 3 GmbHG is decisive in particular for the list at formation. Later changes are documented under Section 40 GmbHG by an updated shareholder list. Additional formal requirements, for example on numbering and percentages, are set out in the Shareholder List Ordinance.
At formation
At formation, the shareholder list is one of the documents submitted with the application of the company to the commercial register.
If the company is set up in the simplified procedure with a model protocol, the model protocol also serves as the shareholder list; an additional separate list is then generally not required (see Section 2(1a) GmbHG).
For changes: share purchase, gift, capital measures, restructurings
As soon as something changes in the shareholding, the list must be updated. This applies above all when there is a change in
- who the shareholders are, for example through a share purchase or share transfer, or
- the extent to which shares are held, for example through a capital increase, redemption or partial assignment.
The updated list must generally be submitted without delay after the change takes effect. Especially after a share transfer or capital measure, the update easily seems like a subordinate formality, although it can be of considerable practical importance.
Is the shareholder list publicly accessible?
Shareholder lists are among the publicly retrievable register documents. For companies based in Berlin, the commercial register is kept centrally at the Charlottenburg District Court. The documents can be retrieved via the joint register portal of the federal states, for example via handelsregister.de.
Who signs and submits the shareholder list?
Basic rule: the management
After a change in the shareholders or in the extent of a shareholding, the management generally submits the updated list signed by it. This applies in particular to cases in which no notary was involved in the relevant change.
Submission by the notary where a notary was involved
The assignment of a GmbH or UG share requires notarisation (Section 15(3) GmbHG). If the notary was involved in a change in the shareholders or in the extent of a shareholding, they submit the updated shareholder list after the change takes effect instead of the management. The list additionally contains the notarial certificate provided for by law under Section 40(2) GmbHG.
Which mandatory details belong in the shareholder list?
The shareholder list must reflect the shareholdings clearly and traceably. Which details are needed depends on whether a natural person, a legal entity or a partnership with legal capacity holds the stake.
Natural persons as shareholders
- surname and first name
- date of birth
- place of residence, not the full street address
- nominal amount and serial number of each share taken over
- percentage share of the share capital (per share)
- if a person holds several shares: additionally the total extent of the shareholding in per cent
Legal entities and partnerships with legal capacity
- company name or name
- registered office
- where provided for by law: competent register court and register number
- nominal amounts and serial numbers of the shares
- percentage share per share and, where applicable, total extent of the shareholding
A civil-law partnership (GbR) can only be included in the list as a shareholder if it is registered in the partnership register. Its name, registered office, register court and register number must then be stated in particular.
The percentages must be arithmetically consistent with the shareholding structure. The GesLV also contains rules on rounding for this (see Section 4 GesLV). Errors often only become visible at a later share transfer, financing or corporate vote.
Numbering and change column under the GesLV
The GesLV requires consecutive numbering of the shares. That sounds unremarkable, but in practice it is a frequent source of errors.
If new shares are created or existing shares are divided, the numbering must be continued in accordance with the GesLV. Section numbers, among other things, can be used for newly created shares. Complete renumbering is only possible as part of a correspondingly marked consolidated list. Divisions, mergers, redemptions and certain capital measures should also be traceably designated in the change column (see Sections 1 and 2 GesLV).
The numbering should be continued so that the development of the shares can also be traced on the basis of later lists.
Shareholder list after a share sale: how the update works
After a share sale, the parties often focus first on the purchase price, notarisation and the agreed conditions for effectiveness. In practice, updating the list usually follows this sequence:
- notarisation of the share purchase agreement and the share assignment,
- review and fulfilment of agreed conditions for effectiveness,
- preparation of the updated shareholder list once the change has taken effect,
- submission of the list by the notary involved under Section 40(2) GmbHG.
What matters is that the new list clearly reflects the shareholdings after the transfer has taken effect. That saves later uncertainty, for example regarding voting rights or proof to banks and investors.
Legal consequences of errors and late updates
An incorrect or outdated shareholder list can have practical and legal consequences:
- A person who is actually entitled generally cannot simply exercise their membership rights vis-à-vis the company as long as they are not correctly recorded in the filed list after a change.
- An incorrect list can lead to disputes about voting rights, rights to profits or the validity of company-related acts.
- Under the conditions of Section 16(3) GmbHG, the shareholder list can also be relevant for the acquisition of a share in good faith.
- If the submission obligations are breached, the management may be liable for damages under Section 40(3) GmbHG.
Errors should therefore be corrected as soon as they are recognised.
Checklist: preparing a clean shareholder list
These points help to draw up the list completely and traceably before it goes to the commercial register:
- at formation, settled: separate shareholder list or formation with model protocol
- natural persons recorded with surname, first name, date of birth and place of residence
- legal entities and partnerships with legal capacity recorded with company name or name, registered office and, where applicable, register court and register number
- for a GbR, checked whether it is registered in the partnership register
- nominal amounts and serial numbers of all shares stated in full
- sum of the nominal amounts matches the share capital
- percentage stated for each share
- total extent of the shareholding shown separately where several shares are held
- numbering and change column comply with the GesLV
- after a change, checked whether the management or the notary is responsible for submission
- submission arranged after the change has taken effect
- for foreign shareholders or companies, clarified in advance which register and representation proof and, where applicable, translations or proof of authenticity are needed in the specific case
External guidance: Section 40 GmbHG and the Shareholder List Ordinance (GesLV) form the legal basis. Register documents can be viewed at handelsregister.de, among others.
More from the series: notarisation and the commercial register
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Frequently asked questions about the shareholder list
The shareholder list filed with the commercial register then continues to reflect the previous status. Anyone newly holding a stake generally cannot simply exercise their rights vis-à-vis the company. If the submission obligations are breached, the management may also be liable for damages under Section 40(3) GmbHG.
No. The shareholder list itself is not notarised. Whether the underlying change requires notarisation or other notarial involvement depends on the specific transaction. The assignment of a GmbH or UG share, for example, requires notarisation. In other cases, the management may be responsible for preparing and submitting the updated list.
Not necessarily. Actual ownership and legitimation vis-à-vis the company must be distinguished. Vis-à-vis the company, after a change, in principle only the person recorded in the filed shareholder list is deemed the holder of the share.
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An up-to-date and traceable shareholder list can avoid queries and conflicts in later corporate transactions. Open questions about the notarial implementation and the further procedure can be clarified at the notary appointment.
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