The shareholder list is an important part of every company. It provides information about who the shareholders of a company are and the extent of their ownership. But what does it actually mean that a shareholder list must be maintained, and what is it used for?
In this article, we will take a closer look at the shareholder list and explain why it is so important and how it is practically implemented. We will also show the advantages the shareholder list offers to the shareholders themselves and the consequences of not maintaining it properly.
I. Introduction
Definition of the term "Shareholder List"
The shareholder list is a record of all shareholders of a company and their ownership stakes. It provides information about who the owners of the company are and the size of their shares in the business. The shareholder list is therefore an important document that shows who holds the majority of votes in the company and can thus participate in key decision-making.
It also serves as proof of who is registered as a shareholder in the company and who is not. The shareholder list can be maintained on paper or electronically and must be regularly updated to ensure an up-to-date overview of the shareholder structure.
Explanation of the Importance and Purpose of a Shareholder List
The importance of the shareholder list lies primarily in its function as proof of who belongs to the shareholders of a company. It also serves as evidence for third parties regarding who is authorized to make decisions within the company and who is not.
By maintaining a shareholder list, the shareholders themselves can gain an overview of the structure and power relations within the company. Additionally, the shareholder list serves as an important tool for monitoring compliance with the articles of association and shareholder resolutions. Due to its significance and purpose, maintaining a shareholder list is legally required for many types of companies.
Where can I find the shareholder list?
The shareholder list is usually maintained in the commercial register and can be accessed there. This applies to most types of companies, such as the GmbH (limited liability company), AG (stock corporation), and KG (limited partnership). The same applies to the General Partnership (OHG) and the Partnership Limited by Shares (KGaA), which must also be registered in the commercial register.
The shareholder list can be accessed in the commercial register either on-site or online. In most cases, accessing the commercial register is subject to a fee, although there are free options, such as through the Federal Gazette portal.
In some cases, the shareholder list can also be viewed directly at the company itself. This is, for example, the case for limited liability companies (GmbH) under § 53 GmbHG. In this case, the shareholder list must be kept in the company's office and can be viewed by anyone.
How can I retrieve the shareholder list?
There are various ways to retrieve the shareholder list, depending on the type and location of the company.
One option is to visit the commercial register in person and view the shareholder list there. Typically, it is necessary to request a printout of the shareholder list and pay a fee to obtain it. In some commercial registers, it is also possible to view the shareholder list directly on a computer.
Another option is to access the shareholder list online. Various portals, such as the Federal Gazette portal or the Commercial Register Information System (HRI), allow users to view the shareholder list for free, as long as the company is registered in the commercial register.
In some cases, the shareholder list can also be viewed directly at the company itself. For example, under § 53 GmbHG, the shareholder list for a GmbH must be kept in the company's office and can be viewed by anyone.
II. Legal Requirements for Maintaining a Shareholder List
Which types of companies are required to maintain a shareholder list?
Maintaining a shareholder list is legally required for various types of companies. These include:
- The Limited Liability Company (GmbH): According to § 53 GmbHG, the GmbH must maintain a shareholder list, which is kept in the company's office and can be viewed by anyone. The shareholder list must include all shareholders of the GmbH and their shares in the company.
- The Stock Corporation (AG): According to § 10 AktG, the AG must maintain a shareholder list, which is kept in the company's office and can be viewed by anyone. The shareholder list must include all shareholders of the AG and their shares in the company.
- The Limited Partnership (KG): According to § 162 HGB, the KG must maintain a shareholder list, which is kept in the company's office and can be viewed by anyone. The shareholder list must include all limited partners of the KG and their shares in the company.
- The General Partnership (OHG):According to § 162 HGB, the OHG must maintain a shareholder list, which is kept in the company's office and can be viewed by anyone. The shareholder list must include all shareholders of the OHG and their shares in the company.
- The Partnership Limited by Shares (KGaA): According to § 282 HGB, the KGaA must maintain a shareholder list, which is kept in the company's office and can be viewed by anyone. The shareholder list must include all shareholders of the KGaA and their shares in the company.
It should be noted that these provisions only apply to the mentioned company forms. Different regulations may apply to other company types.
What information must be included in the shareholder list? What is listed in the shareholder list?
The shareholder list must generally contain the following information:
- The name and address of the shareholders
- The amount of the shareholders' ownership in the company
- The date on which the shareholders' ownership was recorded
- The date on which the shareholders' ownership ended (if applicable)
Typically, the shareholder list also includes the following information:
- The legal form of the company
- The company name and address
- The amount of the company's share capital
- The amount of the shareholders' paid contributions
It should be noted that this information provides a general overview, and specific regulations may apply to each type of company.
What are the deadlines for maintaining and updating the shareholder list?
There are various deadlines for maintaining and updating the shareholder list, which can vary depending on the type of company. Generally, the following applies:
- The shareholder list must be regularly updated as soon as changes in the shareholder structure occur. This includes the registration of new shareholders or the termination of shareholder ownership.
- The shareholder list must be updated no later than six months after the end of the fiscal year.
- The shareholder list must be submitted to the commercial register as soon as changes have occurred. This applies especially to companies that are registered in the commercial register.
It is important to note that this is only a general overview, and specific regulations may apply to each type of company. It is therefore advisable to consult the relevant commercial register or local court for the exact deadlines and regulations.
When is a shareholder list not required?
There are certain types of companies for which maintaining a shareholder list is not mandatory. These include:
- Sole Proprietorship: A sole proprietorship is a business form run by one person alone. Since there is only one shareholder, there is generally no shareholder list.
- Partnerships: Partnerships are companies jointly operated by multiple persons without forming a separate legal entity. Examples include the civil law partnership (GbR), the community (GbR), and the private law company (GdPR). There is generally no shareholder list for these types of companies.
III. Practical Implementation of the Shareholder List
- How is the shareholder list maintained, and where is it kept?
Sample Shareholder List / Shareholder List Template
A sample shareholder list could look like this:
Shareholder List of XYZ GmbH
Shareholders:
Max Mustermann, Musterstraße 1, 12345 Musterstadt
Ownership: 50%
Registration: 01.01.2020
Maria Musterfrau, Musterstraße 2, 12345 Musterstadt
Ownership: 50%
Registration: 01.01.2020
Company: XYZ GmbH
Company Name: XYZ GmbH
Address: Musterstraße 3, 12345 Musterstadt
Legal Form: GmbH
Share Capital: 100,000 euros
Paid Contributions:
50,000 euros (Max Mustermann), 50,000 euros (Maria Musterfrau)
It should be noted that this is just an example of a sample shareholder list, and specific details may vary for each company. Therefore, it is advisable to consult the relevant commercial register or local court for the exact requirements and regulations regarding the maintenance of the shareholder list.
Who is responsible for maintaining and updating the shareholder list?
The maintenance and updating of the shareholder list is generally the responsibility of the managing director or board of directors of a company. This applies particularly to companies registered in the commercial register, such as GmbH, AG, and KG.
- For the shareholder list of a GmbH, the managing director is responsible according to § 53 GmbHG. They must maintain and regularly update the shareholder list.
- For the shareholder list of an AG, the board of directors is responsible according to § 10 AktG. They must maintain and regularly update the shareholder list.
- For the shareholder list of a KG, the personally liable partner is responsible according to § 162 HGB. They must maintain and regularly update the shareholder list.
What are the consequences of not maintaining the shareholder list properly?
Failing to maintain the shareholder list properly can result in various consequences, such as:
- Fines: According to § 53 GmbHG, the managing director of a GmbH can be fined up to 50,000 euros for violations of the obligation to maintain the shareholder list. Similar rules apply to other company forms, such as the AG under § 10 AktG.
- Invalid transactions: If the shareholder list is not properly maintained, it can lead to the invalidity of company transactions. This can occur, for example, when transactions are conducted by shareholders who are not listed in the shareholder list.
- Difficulties in obtaining credit: An improperly maintained shareholder list can make it difficult to secure loans. Banks and other lenders usually require that the shareholder list is up-to-date and complete in order to assess the risk of lending.
What changes have occurred since the upgrade of the transparency register to a full register?
The transparency register is a registry containing information about the beneficial owners of companies and other organizations. Its purpose is to provide transparency regarding the ownership and control structures of companies and organizations and to facilitate access to this information.
The upgrade of the transparency register to a full register means that additional details must now be included, such as:
- The amount of ownership stakes: The full register now requires information about the size of the ownership stakes held by beneficial owners.
- Indirect beneficial owners: The full register must now also include details about persons who are indirectly beneficial owners, such as through trust arrangements or foundations.
- Representatives of beneficial owners: The full register must now also include information about representatives of beneficial owners, such as board members or authorized signatories.
Concluding Remarks and Recommendations
To properly maintain the shareholder list, it is recommended to consider the following aspects:
- Regularly update the shareholder list whenever changes occur in the shareholder structure.
- Update the shareholder list no later than six months after the end of the fiscal year.
- Submit the shareholder list to the commercial register as soon as changes occur.
- Consult the relevant commercial register or local court regarding the exact deadlines and regulations for maintaining the shareholder list.
