If there is a dispute about the validity of the dismissal of a managing director of a GmbH, an interim injunction can be issued prohibiting him from performing his duties and from acting as a member of the management board. In addition to the dismissed managing director, the company, represented by a representative appointed by the shareholders, is generally a party to such injunction proceedings. In a recent decision (judgment of 25.05.2023 – 23 W 354/23e), the Munich Higher Regional Court (OLG Munich) addressed the question of whether and under what conditions interim legal protection can be obtained by the other shareholder by way of a so-called actio pro socio and thus also regardless of the majority situation in the company when a shareholder managing director in a two-person GmbH is dismissed.

In accordance with Section 9 (2) no. 4 GrEStG, the assessment basis for real estate transfer tax also includes payments made by a third party to the seller of the property for the acquisition of shares in the future property-owning company if the main purpose of these payments is to induce the seller of the property to transfer the property to the company.