Who owns a German GmbH? The list of shareholders and the articles of association

The commercial register extract of a German GmbH does not show who owns the company. The owners are listed in a separate document, the list of shareholders (Gesellschafterliste, § 40 GmbHG), which is filed with the register together with the articles of association (Gesellschaftsvertrag or Satzung). Both can be viewed for free in the document view (DK) of the register portal handelsregister.de. Banks, notaries and buyers ask for them almost as often as for the extract itself. Registerpilot retrieves either document for 8.90 € and emails it to you as a PDF.

What is in the list of shareholders?

For each shareholder, § 40 GmbHG requires: surname, first name, date of birth and place of residence (for companies as shareholders: name, registered office and register details), the nominal amounts and running numbers of the shares, and the percentage of the share capital held. After every change, for example a share sale, an updated list must be filed without delay; where a notary is involved, the notary files it.

That is why banks (keyword: beneficial owners), notaries and buyers regularly ask for the current list. An outdated version is one of the most common reasons for follow-up questions.

What are the articles of association?

The articles of association (Gesellschaftsvertrag, for a GmbH often called Satzung) set out the internal rules of the company: name, seat, business purpose, share capital, and often special rules on representation or share transfers. The register keeps the version from the formation and every later amended version. They are needed for example for bank accounts with extended checks, restructurings, or when a partner wants to read special rules.

Where to find them for free

On handelsregister.de, every company result has a link DK (document view, "Dokumentenansicht") leading to the filed documents. Retrieval is free, as for the extract; the search is explained in German commercial register search in English. In practice, the folder often contains several versions with cryptic German labels. Picking the right, current one is exactly where we take over: you tell us what you need it for, we deliver the right document, checked, as a PDF.

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