When a company member dies, their share passes to their heirs, but the heirs do not automatically become members. The general meeting decides whether to admit them. If admission is refused with reasons, the company must pay out a liquidation share calculated using balance-sheet figures as at the date of death.
If the deceased was also the manager, the members must immediately elect a replacement to prevent the company’s operations from being blocked. A limited liability company with two members may become a single-member company or be dissolved if there is no wish to continue.
The procedure requires amendments to the company agreement, general meeting resolutions and registration in the Commercial Register. Properly structuring these steps is essential to protect the interests of both the heirs and the remaining members.
