Partner disputes always look unique, but the structure repeats. Most of them are resolved at the negotiating table, not in court.
These are the most common ones.
- A promised share that never arrived. The work was done on a promise, but nothing is in writing.
- A 50/50 deadlock. Two equal shareholders, no agreement, and no decisions can be made.
- A quiet drain of assets or opportunities. One partner diverts turnover, clients or assets out of the company.
- Information does not flow. One partner controls the bookkeeping and the bank access, the other sees nothing.
The same thing sits behind all four: money and trust have run out. The last pattern is the most common one. Here the law gives a clear tool: a shareholder has the right to see what is going on in the company.
Shareholders have the right to receive information about the activities of the company from the management board and to examine the documents of the company.
— Commercial Code § 166 subsection 1
The management board may refuse in one case only: if giving the information could cause significant damage to the company. If the board refuses without a reason, a shareholder may go to court. The court can order the board to give the information or to allow the documents to be examined.
In practice this always starts with a written request for information. Ask the board in writing for the specific details and documents, and put a date on the request. If the board refuses, you have two weeks to turn to the court. That written trail is the first concrete step when you feel that you are being kept in the dark.
Why does the lawyer usually come as the second step and not the first? Because these disputes are business questions dressed in legal clothes. How much the company is worth. Who contributed what. What a fair buyout price would be. Court is slow, it is public, and it hardens positions. So it is worth talking the business logic through first. Going to court makes sense only when an agreement really cannot be reached.
There is a last way out even for a real deadlock. A shareholder may turn to the court for the compulsory dissolution of the company (Commercial Code § 203). This is an expensive and slow road. That is exactly why a buyout based on agreement is usually the more sensible choice.
Do I have to tell my partner that I asked for advice?
No. The conversation is confidential and takes place only from your side.
What should I do straight away when I cannot see anything?
Ask the management board in writing for information and documents. If no answer comes, you have the right to turn to the court.
This article was prepared with the help of artificial intelligence.