Federal Court of Justice addresses the statute of limitations for contribution claims in GmbH under transitional law
In its decision of February 11, 2008 (II ZR 171/06), the Federal Court of Justice (BGH) addressed the complex issue of limitation periods for contribution claims arising from GmbH articles of association, which arose both before and after the entry into force of the Act to Reform the Law of Limitations in 2002. The decision examines how contribution obligations that arose prior to the reform are to be treated under the new law, particularly with regard to the interplay between the ‘old’ and ‘new’ statute of limitations.
Statutory classification: GmbH contribution obligation and statute of limitations
Contribution obligations are among the core duties of a shareholder in a GmbH. They constitute the company’s capital and thereby protect its creditors. The German Limited Liability Companies Act (§ 19 GmbHG) provides that shareholders are obliged to contribute to the share capital; if a shareholder fails to comply with this obligation, the company can assert the contribution claim.
With the reform of the law of obligations in 2002, the statute of limitations was comprehensively revised. Until that time, contractual claims were subject to a 30-year limitation period in accordance with § 195 BGB old version. With the reform, the standard limitation period was reduced to three years, and transitional provisions were introduced for old cases in Article 229 § 6 EGBGB. This transitional provision is of considerable significance for the limitation of old claims—including with respect to contribution claims in a GmbH.
Facts and key legal question
In the case at issue, the GmbH asserted a contribution claim against a shareholder based on a 1997 event, after the reform of the law on limitation periods had already taken effect. The central legal question was which law governed the limitation period for this claim, which arose prior to January 1, 2002. The shareholder invoked the limitation period as per the new law, while the GmbH argued for the application of the longer periods under the old law.
Legal assessment by the Federal Court of Justice
Principles of historical interpretation
In its decision, the Federal Court of Justice clarified that according to Art. 229 § 6 para. 1 and 4 EGBGB, the statute of limitations for claims existing and not yet time-barred as of the cut-off date must generally be calculated under the new law from January 1, 2002. This means the new standard three-year limitation period applies. However, for such old cases, the limitation period only begins to run with the entry into force of the new law, even if, under the old law, longer periods would have applied.
Specific issue: Commencement of the limitation period
In the present case, the Federal Court of Justice specified that the contribution claim began to run on January 1, 2002 under the new law (three years from the cut-off date), provided that it was not already time-barred under the old law by that time. Thus, such a claim could for the first time expire at the end of December 31, 2004, unless the conditions for suspension or interruption of the limitation period were met.
Special requirements regarding contribution claims
With regard to contribution obligations, there is a particularity because these claims are not always immediately due. The decisive factor is the due date—determined by the articles of association or a demand for payment. The Federal Court of Justice clarified that the limitation period can only commence from the due date, so for any asserted claim, it must be determined when it actually became due.
Practical relevance for shareholders and companies
The Federal Court of Justice’s decision makes clear that shareholders in a GmbH can, after the entry into force of the reform of the law of obligations, in many cases no longer rely on the long limitation periods of the old law for their contribution obligations. Rather, there is a uniform starting point for the limitation period under the new law—with a considerably shortened duration. Consequently, the company is advised to assert contribution claims promptly once these become due, to avoid loss of rights. Conversely, shareholders should carefully examine when their contribution obligation arose and whether it may have become time-barred.
Transitional law as a dynamic field of tension
The transitional provisions of the EGBGB are a key factor for handling old claims. They are designed, on the one hand, to create legal certainty, but on the other hand not to have adverse retroactive effects on claimants and obligors. In corporate law, especially concerning the GmbH, careful consideration of each individual case is required, as company-specific arrangements and the determination of due dates can influence the application of limitation periods.
Outlook
The decision by the Federal Court of Justice provides important clarifications for practice and underscores the importance of a precise analysis of the respective corporate and limitation law framework in the context of contribution claims. Disputes about contribution obligations also frequently involve aspects of insolvency and tax law, and require comprehensive legal review.
For individual questions concerning the limitation of contribution claims in a GmbH and related corporate law issues, experienced contacts at MTR Legal Rechtsanwalt are available to assess the legal framework and available courses of action for each case.
