shareholder
noun · Gesellschafter
Gesellschafter in a GmbH, Aktionär in an AG. And in a GmbH the harder question is who counts as one: towards the company that is only the person entered in the Gesellschafterliste held at the Handelsregister, § 16 Abs. 1 GmbHG, whatever the share purchase agreement says.
Which translation, when
Why
Two German words carry the English one, and choosing between them is the easy part. The sharper point is the Gesellschafterliste. Where the shareholders or the size of a holding have changed, § 16 Abs. 1 Satz 1 GmbHG counts a person as the holder of a Geschäftsanteil towards the company only if the list taken into the Handelsregister shows him as such, and the courts treat that effect as working in both directions: the buyer who is not yet listed cannot vote, and the seller who has dropped off the list can no longer exercise membership rights even if the transfer is disputed. The list also carries a public faith an English register of members does not. A buyer can acquire a Geschäftsanteil from someone who is listed but does not own it, § 16 Abs. 3 GmbHG, unless the list has been wrong for less than three years and the error is not attributable to the true owner, or the buyer knew of the defect or missed it through gross negligence, or an objection has been recorded against the list. The AG has a narrower parallel for registered shares in § 67 Abs. 2 AktG. So the English sentence naming the shareholders of a German company describes a legal position, not just a fact.
Typical mistakes
- Aktionär for a GmbH holder and Gesellschafter for an AG holder are both wrong, and Anteilseigner, while acceptable as a neutral cover word, hides the legal form the reader needs.
- The signed transfer does not make the buyer a shareholder towards the company; the entry in the Gesellschafterliste does, § 16 Abs. 1 GmbHG, which is why closing checklists put the new list at the Handelsregister on the critical path, § 40 GmbHG.
- A Geschäftsanteil can be acquired in good faith from a listed non-owner on the conditions of § 16 Abs. 3 GmbHG, so advice built on the English assumption that a defective title always survives in the true owner’s hands can be wrong here.
What matters
Due diligence on a GmbH begins with the Gesellschafterliste rather than with the share register the English checklist asks for, because § 16 Abs. 1 GmbHG makes the list the measure of who may vote, and § 16 Abs. 2 GmbHG hangs the liability for outstanding contributions on the same entry. A translated warranty that the sellers are the shareholders of the company is only worth what the list at the Handelsregister says on the day.
What the machine misses
A machine renders shareholder as Aktionär or Gesellschafter by whichever is commoner in its training, not by the legal form in front of it, and half of those choices are wrong. The deeper loss is invisible: the English sentence treats being a shareholder as a matter of owning the share, while § 16 Abs. 1 GmbHG makes it a matter of standing in the Gesellschafterliste, so a translated warranty about who the shareholders are can be true of the ownership and false of the company’s records.
Examples
| the shareholders of the company | die Gesellschafter der Gesellschaft |
| a majority shareholder | ein Mehrheitsgesellschafter |
| the shareholder exercises his voting rights | der Gesellschafter übt sein Stimmrecht aus |
| to be entered in the list of shareholders | in die Gesellschafterliste eingetragen werden |