Court Rules Non-Profit GmbH Payout Limited to Share Nominal Value

The Higher Regional Court of Hamm has ruled that articles of association within a non-profit limited liability company (gemeinnützige GmbH, gGmbH) can legally restrict the compensation for a departing member to the nominal value of their original contribution, irrespective of the company's actual worth.

The case involved the insolvency administrator of a non-profit care services GmbH, which was a shareholder in another non-profit GmbH. The defendant GmbH's articles of association stipulated that a departing shareholder's payout would be limited to the nominal value of their share, which was €1,000. The insolvency administrator argued that this was unreasonable given the share's estimated market value of €21,000, and that the provision was therefore void due to being contrary to public policy.

However, the court rejected this argument. It found the provision in the articles of association to be valid and, in light of the company's non-profit objectives, not only permissible but also mandated. The court clarified that the restriction of the payout to the nominal value is lawful and serves the ideological purpose of the defendant company.

This ruling emphasizes that the specific terms within the articles of association of non-profit entities are strictly adhered to, reinforcing that the preservation of their non-profit character takes precedence even in financial disputes.