Die actio pro socio im modernisierten Personengesellschaftsrecht und im Recht der GmbH

The actio pro socio has long been recognized as the Magna Carta of shareholder minority protection. However, it was codified for the first time only on January 1, 2024, through Section 715b of the German Civil Code (BGB), introduced by the MoPeG reform. In the absence of statutory regulation, numerous questions concerning the actio pro socio had remained disputed. This study comprehensively examines the principal controversies surrounding the actio pro socio in light of the new Section 715b BGB. Particular emphasis is placed on its scope of application, subsidiarity, waivability, and procedural issues. The study systematically evaluates legislative materials, case law, and legal literature to develop coherent solutions.