Shareholders
The shareholder is a natural or legal person who has acquired a stake in corporations or as the holder of an investment certificate or other share certificate.
General
Depending on the legal form of the company in which the shareholder is involved, he is referred to as a shareholder , partner or co-entrepreneur . A shareholder is anyone who, as a natural or legal person, exercises the rights and obligations of an investor in a partnership or corporation . The main rights of the shareholder are the right to vote and the right to share in the profits ; the duties include, in particular, the duty of loyalty .
It does not depend on the level of participation. It does not matter whether someone holds a small stake of less than 1% in the total nominal capital of a company ( small shareholder ) or acts as a large shareholder .
Legal definition
In § 2 Co-Determination Act a differentiating's legal definition contained, which among shareholders, the shareholders of joint stock companies , limited partners of limited partnerships , shareholders of limited liability companies , trades of mining law unions with legal personality and comrades of employment and cooperatives are understood.
Legal issues
Someone becomes a shareholder by buying shares or paying in the contribution agreed with the company . If the shareholding to the company and final disposal, it causes the registration of the shareholder in the charge of the Companies Register, in particular the commercial register . This does not apply to public companies. The term shareholder is derived from the owner of capital shares. As the owner, he can exercise all ownership rights, in particular he can sell or encumber his shares ; they can also be attached .
The shareholder assumes rights and obligations. The rights include in particular co-administration and property rights. The co-administration right is primarily the voting right , which is usually associated with the capital share. It entitles the shareholders to participate in the resolutions of all shareholders and to exercise their voting rights. Property law mainly includes the right to share in profits . Obligations result from the duty of loyalty .
A company already exists when a legal or natural person is involved in entrepreneurial planning and decisive. Even a natural person can develop entrepreneurial qualities. The corporate term has been largely softened under corporate law , especially when it comes to natural persons . Entrepreneurial activity of the individual - beyond holding the shares - is not required. This means that the activity that, according to the previous view, consists of the private asset management of the shares is already regarded as an entrepreneurial activity. In the “truck crane ruling”, the BGH also assigned the status of a company to an individual as a shareholder if this person has a significant influence in another company.
See also
Individual evidence
- ↑ Peter Behrens, The limited liability company in international and European law , 1997, p. 773
- ^ Philipp Möhring, The legal regulation of company connections in: NJW 1967, 1; Bruno Kropff, Corporate Law of the Stock Corporation Act 1965 in: Betriebsberater 1965, 1281, 1285
- ↑ BGH, judgment of September 16, 1985 = BGHZ 95, 330 (337)
- ↑ (source with the judgment in full)
