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GermanyLandesrecht Schleswig-Holstein

OLG Schleswig voids disquotal payout, accounts in jet-venture feud

OLG Schleswig voids both the disquotal profit pledge and the 2023 accounts in a jet-charter GmbH feud: a same-profit promise to two parties and provisions for suits not yet filed.

By Taxxa AI OyPublished 21 October 2026

Accounting & Reporting Legal & Corporate

Industry: Across industries

Two same-day appellate judgments settle a jet-charter shareholder war: the disquotal profit pledge underpinning the venture failsJuris, and so do the 2023 accountsJuris and the carryforward built on themJuris. The vehicle, set up in late 2022 to broker and operate charter flights with a family-owned jet, is held 49.8 percent by the owning family's family office and 25.1 percent each by the managing shareholder and a co-shareholder. On 18 April 2023 the members unanimously authorised an aircraft management contract giving the jet-owning partnership the venture's full-year profit as additional rentJuris, and at the same time resolved to pay the entire 2023 profit disquotally to the family officeJuris. After the jet never returned from maintenance and the partnership terminated the contract effective August 2023, the majority revoked the disquotal clause in April 2024, resolved in June 2024 to pursue 225,000 euros in damages from the partnership, and in August 2024 purported to adopt 2023 accounts showing a 4,401.75-euro surplus alongside 35,000 euros of litigation provisions, resolving to carry the surplus forward.

The judgment on the revocation dismisses the family office's challengeJuris. No vote-binding agreement on the 2023 profit is proven, and a members' meeting may revoke an earlier resolution by simple majority — restoring the articles' quota rule — unless vested rights require the beneficiary's consentJuris. No such rights vested hereJuris because the April 2023 distribution clause is void twice overJuris. First, the promised full-year profit rent is an isolated profit-transfer agreement, whose members' approval requires notarisationJuris; without it the approval is void, and the void approval takes the linked distribution clause with itJuris. Second, the resolution is perplex: the same profit cannot belong to the partnership under the management contract and to the family office under the distribution clauseJuris, and a members' meeting that surrenders all profit competence to an organisational contract cannot simultaneously assign the profit to one memberJuris. No special membership right attached to the void clause either. In any event the family office owes its fellow members consent to the revocation as a matter of loyaltyJuris: the disquotal award was an unjustified unequal treatment with no substantive justificationJuris, and giving up an unjustified special benefit is reasonable.

The judgment on the 2023 accounts declares the adoption void for intentional misstatementJuris and the carryforward void with itJuris. The 20,000 euros provided for defending the challenge suit and the 15,000 euros for enforcing the damages claim could not be formed at the 31 December 2023 balance-sheet dateJuris: neither proceeding was pending then, so the costs had neither legally arisen nor been economically caused in the elapsed yearJuris, and the April and June 2024 resolutions postdating the balance-sheet date are no clarifying facts. Intent follows from motive — minimising whatever the family office or the partnership could take for 2023 — plus inconsistent provisioning for two instances in one suit but one in the other and the manager's evasive testimony, which no advice letter based on a false factual premise can dispel. The error is material at over 20 percent of the balance-sheet total and eight times the reported surplus. The unrecognised damages claim, by contrast, was rightly left off the asset side: a fully contested claim is capitalised only once finally determined or acknowledged. The articles' two-month cure deadline cannot heal statutory nullity, and neither judgment admits revision.

Legal basis: OLG Schleswig judgments of 21 October 2026, 9 U 23/25 and 9 U 100/25; AktG §§ 241 No. 2, 253(1), 256(5) No. 2, 291–293 (applied to the GmbH); GmbHG §§ 29, 46 No. 1, 53(3); HGB §§ 246(1), 249(1), 252(1) No. 4; BGB §§ 35, 139, 242.

Counsel facing a disquotal distribution or a profit-linked side agreement should check notarisation, internal consistency and provision timing before relying on the resolution.

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