Members of a limited liability company acquire shareholdings. A shareholding represents the percentage-based ownership interest of a member in the company’s share capital. The size of a member’s shareholding determines their ability to influence the company’s decisions, as well as their right to participate in the company’s profits. A member acquires a shareholding in proportion to the value of their contribution to the company’s total share capital, unless otherwise provided by the company’s founding act or by a unanimous decision of the general assembly. A member may hold only one shareholding in the company.
It is important to note that shareholdings are not securities and cannot be acquired or disposed of through a public offering as defined by the law governing the capital market. Based on their shareholding, a member has the following rights: the right to vote at the general assembly; the right to participate in the company’s profits; the right to participate in the liquidation surplus; and other rights provided by law.
A shareholding may be jointly owned by multiple persons (co-owners). Co-owners of a shareholding regulate their mutual relations regarding the jointly owned shareholding by a separate agreement. Co-owners exercise their voting rights through a single joint proxy, whose identity must be communicated to the company.
A company member may pledge their shareholding or a portion of it, unless otherwise stipulated by the founding act.
If the founding act stipulates that a shareholding may be transferred to a third party only with the prior consent of the company, such consent is also required for the pledge of a shareholding or part thereof, but not for the subsequent sale of the shareholding in the process of enforcing the secured claim from the pledged shareholding.
The pledge of a shareholding is carried out in accordance with the law governing pledges on movable property registered in the public register.
When it comes to pledging a shareholding, the Law on Companies prescribes a specific restriction: the law establishes a prohibition on pledging a shareholding in favor of the company itself. This means that a company cannot accept a pledge over the shareholding of a member in that same company.