# BGH on Determining Shareholder Status > BGH judgment of 21 April 2026 (case no. II ZR 50/25) on judicial determination of substantive shareholder status. Source: https://www.mtrlegal.com/en/bgh-on-determining-shareholder-status/ · Language: en · Updated: 2026-10-24 --- The Bundesgerichtshof (BGH, Federal Court of Justice) strengthens the legal protection options in disputes concerning shareholder status in a GmbH. According to its judgment of 21 April 2026 (case no. II ZR 50/25), the interest in the judicial determination of substantive shareholder status does not, in principle, cease to exist solely because the shareholder concerned is already entered in the list of shareholders admitted to the Handelsregister (commercial register). The decision clarifies the distinction between substantive entitlement to a share and the legitimacy vis-à-vis the company conferred by § 16 Abs. 1 Satz 1 GmbHG (German Limited Liability Companies Act). ## Dispute over a 75 percent shareholding The proceedings were based on a dispute concerning shareholder status in a GmbH. Its sole shareholder was originally a Unternehmensbeteiligungs- und Verwaltungsgesellschaft mbH. On 29 June 2022, this company concluded a notarised purchase and assignment agreement with the claimant regarding 75 percent of the shares in the defendant GmbH. The validity of the agreement was disputed between the parties involved. On the basis of the agreement, a new list of shareholders was prepared, identifying the claimant as the holder of 75 percent of the shares. The list was submitted to the commercial register on 1 July 2022 and admitted there. However, the corporate law situation remained disputed. In February 2023, further lists of shareholders were submitted, initially again identifying the original shareholder and subsequently another company as the sole shareholder. The claimant then sought, among other things, a judicial determination that it held a 75 percent interest in the defendant GmbH. In addition, it pursued the objective of having the list of shareholders corrected in accordance with the judicial determination. The Landgericht Berlin (Berlin Regional Court) upheld the claim by judgment of 17 May 2024. Thereafter, on 19 June 2024, another list of shareholders was submitted to the commercial register and admitted, in which the claimant was listed as the holder of 75 percent of the shares. The Kammergericht Berlin (Berlin Higher Regional Court) upheld the decision of the Regional Court with regard to the determination of shareholder status. The further parts of the claim, by contrast, were dismissed. With its appeal on points of law, the defendant GmbH continued to pursue the aim of having the action for declaratory relief dismissed in its entirety. At first instance, the Landgericht Berlin II (Berlin Regional Court II) ruled on 17 May 2024 under case no. 94 O 64/23; the appellate decision was handed down on 27 March 2025 by the Berlin Higher Regional Court under case no. 12 U 68/24. According to the account, in this judgment the Higher Regional Court upheld its previously issued default judgment of 30 January 2025 in the same matter insofar as the defendant’s appeal was dismissed. The central issue in the appeal proceedings before the BGH was therefore whether, despite the claimant’s entry in the list of shareholders admitted to the commercial register, there was still a legally protectable interest in the judicial determination of its substantive shareholder status. ## Decision of the BGH The Second Civil Senate of the Federal Court of Justice dismissed the defendant GmbH’s appeal on points of law. The defendant was therefore unsuccessful with its application to have the action for declaratory relief dismissed in full. The headnote formulated by the Federal Court of Justice reads as follows: “An interest in the determination of substantive shareholder status vis-à-vis a limited liability company does not, in principle, cease to exist because the shareholder is entered in the list of shareholders admitted to the commercial register.” The decision concerns, in particular, the interest in declaratory relief under § 256 Abs. 1 ZPO (German Code of Civil Procedure). It makes clear that the entry in the list of shareholders and the substantive entitlement to a share concern different legal questions. The entry alone therefore does not necessarily eliminate the legal uncertainty that arises from a dispute over the actual shareholder status. The BGH thereby confirmed the decision of the Berlin Higher Regional Court insofar as it had determined the claimant’s substantive shareholder status. The core statement is: The entry in the list of shareholders does not, in principle, preclude an action for declaratory relief concerning substantive shareholder status. The decisive factor remains whether the requirements of § 256 Abs. 1 ZPO are met. ## Interest in declaratory relief under § 256 Abs. 1 ZPO Under § 256 Abs. 1 ZPO, an action may be brought for determination of the existence or non-existence of a legal relationship if the claimant has a legal interest in an immediate judicial determination. According to the settled case law of the Federal Court of Justice, such an interest in declaratory relief exists where the claimant’s right or legal position is threatened by a present danger or uncertainty and the judgment sought is capable of eliminating that danger. A legally relevant uncertainty regularly exists already where the defendant seriously disputes the right asserted by the claimant. In the case decided, the claimant’s shareholder status was not merely theoretically questionable. Rather, the differing lists of shareholders and the dispute regarding the validity of the share transfer made it clear that the allocation of the shares between the parties involved was disputed. The claimant’s entry in the list of shareholders therefore did not automatically mean that there was no longer any need for judicial clarification. ## Legitimating effect of § 16 Abs. 1 Satz 1 GmbHG The function of § 16 Abs. 1 Satz 1 GmbHG is of central importance for the decision. Under this provision, in the event of a change in the persons of the shareholders or in the extent of their shareholding, the person who is entered as such in the list of shareholders admitted to the commercial register is, in principle, deemed to be the holder of a share in relation to the company. The provision serves legal certainty within the corporate relationship. It generally enables the GmbH, when membership rights are exercised, to rely on the list of shareholders without having to re-examine the substantive entitlement of the registered person for every measure. However, this legitimating effect must be distinguished from substantive shareholder status. The entry in the list does not, without more, establish substantive entitlement to the share. Conversely, substantive shareholder status may exist regardless of whether the person concerned is entered in the list of shareholders. The BGH emphasises that substantive shareholder status may therefore be the subject of an action for declaratory relief irrespective of the entry. ## Formal legitimacy and substantive entitlement are not equivalent The decision illustrates the different functions of the list of shareholders and the judicial determination. Within the framework of § 16 Abs. 1 Satz 1 GmbHG, the list of shareholders regulates who is, in principle, legitimised as a shareholder vis-à-vis the company. By contrast, the action for declaratory relief aims to clarify with binding effect to whom the shares substantively belong. Both levels may diverge. For example, a person may be entered in the list of shareholders while another party disputes that person’s substantive entitlement. Likewise, a substantively entitled shareholder may temporarily not be listed. The entry therefore does not in every case answer the question of to whom the share actually belongs. For the interest in declaratory relief, the decisive question is whether, despite the existing entry, a present legal uncertainty remains and whether the judicial determination sought is capable of eliminating it. ## Significance of the entry for the interest in declaratory relief The Federal Court of Justice does not call into question that the list of shareholders fulfils an important legitimating function. However, it rejects a schematic approach according to which an existing entry would always have to lead to the loss of the interest in declaratory relief. Such an approach would not sufficiently take into account the different functions of the list of shareholders and the action for declaratory relief. If the company seriously disputes the substantive shareholder status, a legal interest in its judicial determination may exist despite an existing entry. This is because the entry alone does not necessarily eliminate the uncertainty regarding the substantive legal position. The decision thus strengthens the possibility of submitting a dispute concerning shareholder status directly to judicial clarification. According to the BGH decision, the defendant company would be prevented from relying on the formal legitimating effect of § 16 Abs. 1 Satz 1 GmbHG if, despite the judicial determination of substantive shareholder status, it were to submit a divergent list of shareholders. ## Legal consequences for practice ### Actions for declaratory relief remain possible despite an existing entry The most important practical consequence is that an action for declaratory relief concerning substantive shareholder status cannot be dismissed as inadmissible solely by reference to the existing entry in the list of shareholders. For litigation, this means that in the case of a disputed shareholding, careful distinction must be made between formal legitimacy and substantive entitlement. Anyone seeking determination of their shareholder status should, in particular, set out what the present legal uncertainty consists of, how the opposing party’s challenge is specifically manifested, and why the determination sought is suitable to eliminate that uncertainty. However, the decision does not replace the examination of the remaining requirements of § 256 Abs. 1 ZPO. The interest in declaratory relief must still be assessed on the basis of the circumstances of the individual case. ### Significance for shareholder disputes and share transfers The decision is particularly relevant for disputes following the acquisition of GmbH shares. In practice, the validity of a share transfer may be called into question, for example, because of disputes concerning the underlying agreement, the assignment, or other requirements for the acquisition of shares. A list of shareholders that has been submitted and admitted to the commercial register need not conclusively resolve such a dispute. While it may affect legitimacy in relation to the company, it does not in every case make the substantive legal position unequivocally apparent. For acquirers and sellers of shares, this means that a disputed shareholding can, if necessary, be clarified in court even if a corresponding entry already exists. ### Lists of shareholders remain legally significant It does not follow from the judgment that the list of shareholders loses its legitimating effect or becomes irrelevant for determining membership rights. Rather, § 16 Abs. 1 Satz 1 GmbHG remains the central point of reference for the question of who is, in principle, deemed to be the holder of a share vis-à-vis the GmbH. The decision concerns the separate question of whether substantive shareholder status can be determined by a court. For corporate law advice, it therefore remains necessary to examine what effects the current list of shareholders has on the exercise of membership rights and whether, in addition, judicial clarification of the substantive entitlement is required. ## Distinguishing determination from correction of the list The judgment underlines the need to precisely define the legal protection sought in shareholder disputes. The determination of substantive shareholder status and the correction of the list of shareholders pursue different objectives. They should therefore not simply be equated. Depending on the facts of the case, it may be necessary to have the substantive entitlement to the shares determined and, in addition, to examine the requirements for a corresponding amendment of the list of shareholders. In this respect, the BGH decision must not be overinterpreted: it directly concerns the interest in declaratory relief for the action seeking determination of substantive shareholder status. It does not establish a general entitlement to a particular form of correction of the list and does not replace the examination of the applicable corporate law requirements. ## Assessment and conclusion With its judgment of 21 April 2026 – II ZR 50/25 – the Federal Court of Justice reaffirms the distinction between substantive shareholder status and formal legitimacy through the list of shareholders. The central statement is significant for corporate litigation practice: an existing entry in the list of shareholders does not, in principle, eliminate the interest in declaratory relief. If the substantive shareholder status is seriously disputed, there may still be a need for judicial clarification. The legitimating effect of § 16 Abs. 1 Satz 1 GmbHG and the interest in declaratory relief under § 256 Abs. 1 ZPO must therefore be examined independently. The judgment shows that in disputes concerning GmbH shares, the current list of shareholders must always be taken into account, but must not be understood as a conclusive answer to the question of substantive entitlement. What remains decisive is whether the substantive legal position is unclear and whether the determination sought is suitable to eliminate the existing uncertainty. MTR Legal Rechtsanwälte advises companies, investors and high-net-worth individuals on matters relating to shareholder resolutions, authority to represent and shareholding structures; further information can be found at [Legal advice in corporate law](https://www.mtrlegal.com/rechtsberatung/gesellschaftsrecht/).