Die Dogmatik der Gesellschafterliste

»The Dogmatics of the Shareholder List of the German Limited Liability Company. A Contribution to the Legal Position and Liability of the Listed Shareholder under § 16 I 1 GmbHG«: In its conception, the shareholder list of the German Limited Liability Company (GmbH) is not an original phenomenon of corporate law, but serves – similar to the general instruments of publicity in the German Civil Code (BGB) – to identify a certain right. Nevertheless, the list seems to take on a special role and suffers from breaks in its legal application which, as a consequence of erroneous dogmatics, becomes bitter seriousness at the latest when the shareholder is excluded from the company "for good cause" by a resolution of his co-partners and hastily deleted from the shareholder list under protest.
Parallel to its historical model and equivalent in stock corporation law, today's share register, the author shows the further development of the shareholder list and examines its handling in jurisprudence critically. Based on the core thesis that §§ 16, 40 GmbHG form a legal benefit in favour of the company, a concept is finally developed on the legal position and liability of the person who is wrongly (not) shown in the shareholder list as a member of the company.