4.3.5.3 Lockup and repeated refusal to approve transfer

The lockup of shares can be provided for in the articles of association. According to standing law, a full lockup of shareholders is allowed.1 Likewise, it is allowed, but as a matter of fact not prescribed by statute, to restrict the transfer of shares of a GmbH in its articles of association. The option to include restrictions in the articles of association on the transfer of the shares expressly follows from § 15 V GmbHG.

An important reason to exit the company arises if the approval to transfer shares is repeatedly refused, the amendment of the clause restricting the transfer of shares cannot be attained and the circumstances lead to the conclusion that it is no longer reasonable to expect from the shareholder to remain in the company.2 Another important reason that entitles the shareholder to exit the company lies in the lockup of the shares for an indefinite period.3