Abandon right
The right of abandonment or surrender is the right of a partner of a limited liability company (GmbH) to make his share available if he cannot or does not want to fulfill an obligation to make unlimited additional payment.
In contrast to a limited obligation to make additional contributions specified in the company's articles of association, the non-fulfillment of which results in the exclusion of the defaulting shareholder (so-called caduction ) if the obligation to perform continues, if there is an unlimited obligation to make additional contributions, the shareholder cannot foresee the amount to which he will be entitled in the future is taken. A sanction such as the violation of a limited obligation to make additional contributions would therefore not be appropriate, which is why Section 27 GmbHG grants the shareholder a right to surrender.
The shareholder must make the share available to the company within one month of the request for additional payment. If he does not make the additional payment and does not make the share available either, the company has the option of declaring to him by registered mail that it considers the share to be made available (fictitious disclosure). The public auction of the share must then take place within a further month . If the sale is successful within the framework of the auction, the company is entitled to the proceeds in the amount of the demand for additional contributions. Any remaining surplus is due to the shareholder. If the auction remains unsuccessful, the company acquires it at free disposal.
