(2) If a shareholder acquires other shares in addition to its original share, they remain legally independent. GmbH`s actions are not only freely distortable in principle, but can also be inherited under paragraph 15 I. If a partner in a limited liability company dies, the heir becomes a shareholder or the heirs become partners of the LLC. This means that the SARL`s share of the deceased, with all rights and obligations, is transferred to the heir. Therefore, the heir not only has the right to participate in an annual profit generated, but he may also have such obligations. B as the company`s outstanding claims on the deceased shareholder (z.B. payment of initial or consecutive contributions). If several heirs have inherited a limited liability company, they are only entitled to co-ownership of the rights arising from the action, at para. 18 GmbHG. The heirs do not acquire an autonomous status, z.B.

if there are each two heirs in half, as owners of the action of GmbH. ee) Section 15 GmbHG: Means to complication the transfer (restricted portability) The question is whether certification before a foreign notary meets the certification requirements provided for in paragraphs 15 III, IV, iv, first sentence, of the GmbHG. There is not yet a clear decision by the higher courts, particularly the Federal Court of Justice. On the one hand, there are good arguments in favour of the validity of certifications, for example. B in some Swiss cantons. However, to be sure, it is best not to have certified the agreements abroad and to have certified both agreements before a German notary. When it comes to stock acquisition, we often refer to “stock transactions.” A share agreement involves the full or partial acquisition of shares in a limited company (capital company). Stock trading must be distinguished from asset deals.

In the case of an asset contract, it is not the business that is sold, but the individual assets or values of the company (real estate, investments, etc.). Section 15 GmbHG regulates only share transactions, i.e. the sale of Shares of GmbH. As a general rule, the commitment agreement and the actual agreement are included in a document that regulates both obligation and elimination, i.e. the parties must visit the notary only once. But there may also be cases where the two agreements are certified notarized separately, for example. B if one party promises to give a share to the other party in five years. In this case, the commitment agreement is first certified notarized and the elimination agreement is concluded five years later. In practice, this is often the case when an agreement is reached on options to sell or call shares. An option gives a person the right to sell an AHL share through a unilateral declaration (sale option) or to acquire (call option) from its owner. In such cases, the transaction must first be certified notarized to justify the commitment, i.e.

the agreement on the option to sell or call, and the transfer transaction only if the option is exercised. The heir immediately becomes a partner of the SARL. However, with respect to the relationship with the company, the heir becomes a shareholder only when he is placed on the list of shareholders, in accordance with paragraph 16 I, first sentence, 40 GmbH. Michalski/Heidinger/Leible/J. Schmidt/Ebbing, GmbHG, 3rd edition (2017), no. 15, point 10; Scholz/Seibt, GmbHG, 12th edition (2018), No. 15, point 24. In the event of the sale of a stake in a limited liability company, two contracts are generally entered into (although they are often part of the same act).

In addition to the commitment agreement, there is the actual agreement in which the parties agree that the SARL`s share is transferred from one person to another and regulates the transfer (“transfer transaction”).