Redemption of shares of a limited liability company is valid even without a modification of the company’s registered capital
15 Dezember 2014
On 2 December 2014, the 2nd Civil Senate of the German Federal Supreme Court (BGH) passed a judgment by default according to which the resolution on the redemption of shares is neither void nor voidable only because it has the consequence that the sum of the nominal values of the remaining company shares deviates from the company's registered capital (docket no. II ZR 322/13). This is why it also does not have any detrimental effects, if the shareholders' meeting has not taken any measures to prevent this deviation simultaneously with the redemption resolution.
In the underlying case, the shareholders' meeting of the Defendant limited liability company (GmbH) had decided against the votes of the Plaintiff shareholder to redeem her company share for violation of an essential obligation from the articles of association (namely: violation of the non-competition clause as agreed in the articles of association).
The entire judgment can be downloaded here (in German language).