GER: Right to Deletion after Incorrect Commercial Register Entry

Jun 13, 2025 Benn-Ibler Rechtsanwälte

The subjective rights of the shareholder are not affected by an incorrect entry in the commercial register. Deletion is not a right. The German Federal Court of Justice (Bundesgerichtshof, hereinafter BGH) referred the shareholder concerned to the civil courts.

Incorrect entry relating to the dissolution of a limited liability company (GmbH)

In the cased at hand, the applicant held 36.4% of the share capital of a GmbH, while another company held 60%. The shareholders' meeting voted on the dissolution of the company. The applicant voted against, while the majority shareholder voted in favor. The articles of association of the GmbH provided for a qualified majority of ¾ of the votes for such a resolution. The minutes of the meeting accordingly recorded that the required majority had not been reached.

Nevertheless, the dissolution was later entered in the commercial register. The applicant then applied for the entry to be deleted. The registry court rejected an official deletion procedure. The appeal was also unsuccessful. The Frankfurt Higher Regional Court (Oberlandesgericht, hereinafter OLG) dismissed the appeal but allowed an appeal on points of law to the BGH.

No claim for deletion

The BGH confirmed the decision of the OLG and clarified: The entry of the dissolution of the company in the commercial register is declaratory, not constitutive. The actual dissolution takes place by virtue of a shareholders' resolution and not through its entry. The entry itself therefore does not establish any legal effects that could interfere with the subjective rights of a shareholder.

A claim for deletion in accordance with is therefore ruled out, as the entry, even if it is incorrect, does not represent an encroachment on an individual right. The only way to defend oneself against an allegedly invalid resolution is through civil proceedings.

BGH II ZB 15/24 (7 May 2025)