Updated Shareholder List: Who Is Permitted to File It With Authorities

German law is enforcing strict regulations regarding who can update and submit a shareholder list (Gesellschafterliste) to the commercial register (Handelsregister). According to consultant firm dhpg, the responsibility lies with managing directors or, if involved, a notary.

Changes in the ownership structure or the extent of shareholdings necessitate the submission of a new shareholder list. As per the law (§ 40 GmbHG), the managing directors of a GmbH must sign and file the updated list. If a notary was involved in the change, such as during the notarization of a share purchase agreement, they are responsible for submitting the revised list.

A recent ruling by the Brandenburg Higher Regional Court (Oberlandesgericht) affirmed that no "third party" who is not a managing director or a cooperating notary can submit the list. This applies even if the individual is a shareholder or creditor of the company.

In a case where a creditor attempted to gain authorization to submit the list themselves, the court denied the request. The decision highlighted that filing the shareholder list is a personal duty explicitly assigned to managing directors or notaries. If a managing director neglects this duty, a shareholder must pursue their rights through legal action against the company to rectify incorrect information.