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In June 2017, the law implementing the Fourth EU Money Laundering Directive also revised section 40 of the German Limited Liability Companies Act (GmbHG), requiring the shareholders' list (Gesellschafterliste) of German limited liability companies to contain information on the percentage participation of each shareholder. In addition, section 40 para. 4 of the GmbHG authorises future regulations to stipulate further requirements for shareholders' lists. The German Federal Ministry of Justice and Consumer Protection has made use of this to issue the Regulation on the Structure of the Shareholders' List (Gesellschafterlistenverordnung - GesLV). The Regulation entered into force on 1 July 2018 and clarifies a number of previously open questions. Below is a summary of the most important points.

作者: Andreas Jürgens

1.     Numbering

Since 2008, Section 40 of the GmbHG has stipulated that shares must always be marked with consecutive numbers. This is to ensure that all changes in the ownership structure can be fully traced following the incorporation of a company.

The GesLV further stipulates that shares must be numbered with whole Arabic numerals. Roman numerals or combinations of numbers and letters (e.g., 1a, 1b, 1c) are not permitted. In exceptional cases, for example a share split, numbering in decimal order (e.g., 1.1, 1.2, 1.3) is allowed.

2.     Sorting

The GesLV has clarified that the shareholders' list can be sorted by either shareholder name or the numbering of the shares. The explanatory memorandum to the GesLV (Bundesrat Printed Matter 105/18) also notes that several shares may be listed on one line as long as the numbering is consecutive (e.g., "shares 1 to 25,000"). This reflects current prevailing practice.