Germany: News Update On GmbH Shareholders' List

In June 2017, the law implementing the Fourth EU Money Laundering Directive also revised section 40 of the German Limited Liability Companies Act (GmbHG), requiring the shareholders' list (Gesellschafterliste) of German limited liability companies to contain information on the percentage participation of each shareholder. In addition, section 40 para. 4 of the GmbHG authorises future regulations to stipulate further requirements for shareholders' lists. The German Federal Ministry of Justice and Consumer Protection has made use of this to issue the Regulation on the Structure of the Shareholders' List (Gesellschafterlistenverordnung - GesLV). The Regulation entered into force on 1 July 2018 and clarifies a number of previously open questions. Below is a summary of the most important points.

1. Numbering

Since 2008, Section 40 of the GmbHG has stipulated that shares must always be marked with consecutive numbers. This is to ensure that all changes in the ownership structure can be fully traced following the incorporation of a company.

The GesLV further stipulates that shares must be numbered with whole Arabic numerals. Roman numerals or combinations of numbers and letters (e.g., 1a, 1b, 1c) are not permitted. In exceptional cases, for example a share split, numbering in decimal order (e.g., 1.1, 1.2, 1.3) is allowed.

2. Sorting

The GesLV has clarified that the shareholders' list can be sorted by either shareholder name or the numbering of the shares. The explanatory memorandum to the GesLV (Bundesrat Printed Matter 105/18) also notes that several shares may be listed on one line as long as the numbering is consecutive (e.g., "shares 1 to 25,000"). This reflects current prevailing practice.

3. Continuity of numbering

Once a number has been assigned to an individual share, it may not be used for another share. This principle is referred to as 'numbering continuity' and is intended to ensure that shares are unequivocally identifiable.

New numbers for shares may only be issued if new shares are created, combined or split (so not in the case of a step-up or cancellation of shares, a capital reduction or a transfer of shares). In each case, the next free whole Arabic number must be allocated.

In particular, the principle of numbering continuity must be observed following a share split. If a shareholder splits a share, the previous number of the share must be dropped and new individual numbers must be allocated according to the number of shares created by the split. These will be given the next free Arabic numbers. In addition, the GesLV allows decimal classification to be used and the previous whole number given to the share to be used as part of such decimal number (e.g., "share nos. 1.1 and 1.2").

Deviating from the strict principle of numbering continuity, the GesLV also requires the renumbering of the shares in a clearing list (Bereinigungsliste) if the shareholders' list would otherwise be confusing or become so due to the previous numbering. However, in order to further ensure the identification and origin of shares, the shareholders' list in such a case must include an additional column in which the previous numbering must be specified.

4. Additional column for explanatory notes

The additional column for explanatory notes (Veränderungsspalte), which often appears in shareholders' lists, can still be used. The GesLV clarifies that the legal basis for changes to the shareholders' lists "can" be entered in a separate column for explanatory notes and also specifies the facts that "should" be included in such additional column. These include the splitting, combination and cancellation of shares, capital increases and capital reductions, as well as the transfer of shares. Any change in the details of the shareholders or their participation "can" also be entered in the additional column. The wording "should" and "can" make it clear that this is not an obligation: entries in the notes column are at the (appropriate) discretion of the issuer of the shareholders' list.

An additional column containing the previous numbering of the shares is only mandatory in the event that a clearing list is created (see paragraph 3 above).

The notes column should only include facts that explain changes to the previous list recorded in the commercial register. Accordingly, when updating the list with regard to specific shares, the previous information in the notes column relating to these shares must be deleted.

5. Percentages

Pursuant to section 40 of the GmbHG, the percentage participation in the share capital of each share, based on the nominal amount of the share, must be stated. If a shareholder holds more than one share, the total amount of their participation in the share capital must also be stated separately as a percentage.

The GesLV also clarifies the rules for rounding percentages. The percentage participation for an individual share may be rounded to one decimal place and in accordance with commercial principles. Rounding to more than one decimal place remains permissible.

The percentage participation may not be displayed as a fraction. Nor is rounding to 25.0 per cent or 50.0 per cent allowed. This could give the false impression that a shareholder, contrary to section 3 of the German Money Laundering Act, is not a beneficial owner or has no indirect control, as this requires a participation of more than 25 per cent or 50 per cent, respectively.

The GesLV has also clarified that in the case of micro-participations of less than 1 per cent of the share capital, the statement "less than 1 per cent" is just as permissible as the actual percentage participation. For understandable reasons, rounding down to 0.0 per cent is not permitted.

According to the explanatory memorandum to the GesLV, all shares in the shareholders' list must be rounded applying the same commercial principles and indicate the same number of decimal places.

The GesLV expressly states that the total amount of the percentage participation of a shareholder must be calculated before any rounding or omission of decimal places in relation to individual shares. This is intended to prevent rounding differences for the total participation becoming too large.

It is also worth noting that where shares are jointly held by shareholders, the percentage participation of the joint owners must be stated and not the participation of the individuals. This applies both to the individual share and to the total volume of the percentage participation.

When presenting the percentages, this information must be given in a separate column for the individual shares. The percentages of the total amount of the participation of the individual shareholders must be stated in a further column. Alternatively, the total percentage participation can be shown on separate lines immediately following the end of the shareholders' list (but in the same document).

6. Transitional arrangements

The GesLV entered into force on 1 July 2018. For companies already established before 1 July 2018, however, the requirements only need to be observed if a new list of shareholders has to be submitted to the commercial register due to a change in the details of the shareholders or the scope of their participation.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions