OLG Stuttgart: Sole shareholders lose consumer protection rights!

OLG Stuttgart: Sole shareholders lose consumer protection rights!

A decision by the Stuttgart Higher Regional Court is currently causing a sensation and raises new questions about the consumer status of sole shareholders and managing directors. On April 29, 2025, the court dealt with the lawsuit of a sole shareholder and managing director of a Turkish stock corporation who argued that he had acted as a consumer. The Details of the judgment are of great importance for both business owners and lenders.

The plaintiff, a company's sole shareholder and managing director of a company, had concluded a loan contract for 65,000 euros in order to secure financial resources for a deposit in Turkey. After the company got into payment difficulties, the borrower personally claimed the repayment of the debts from the plaintiff. The man referred to the Civil Code (BGB) and demanded that the entry into debt were void due to a lack of cancellation policy. However, the OLG Stuttgart rejected this argument and clearly decided that joining the guilt cannot be classified as consumer loans, since the plaintiff acted as a representative of his society and not as a private individual. This was determined by the court because the accession to the company was inextricably linked to the economic activity of the company, as anwalt.de.

The delimitation between private and business

The judgment was worked out that shareholder managing director could not simply insist on consumer protection. The relevant point here is that consumer status is usually denied if the guilt is given to society. Dishes attach great importance to whether the plaintiff acts in his function as a partner or as a private individual. In the specific case, there was no recognizable "private will" of the plaintiff, which the court led to the decision that there is no right of withdrawal according to the corresponding paragraphs of the BGB and the liability is therefore unaffected as a joint debtor.

This case law has far -reaching consequences. In the case of the sole shareholder B, who also worked as a managing director, the court found that it cannot be regarded as a consumer within the meaning of the law, since his actions took place in the interest of society. The lender, the financing party, also had a legitimate interest in securing the loan through the personal liability of the managing director. This leads to the fact that the delimitation between private individual and entrepreneurial activity is decisive, as [juraonline.de] (https://juraonline.de/blog/2025/15/ consumer property of-leines-alleinschorchters-beim-schuld-zu-einer-schaft-schuld/)

legal framework and effects

For shareholders managing director, it is important to know the legal framework that concerns their loan contracts. According to [BRS Rechtsanwälte] (https://www.brs-rechtsanwaelte.de/aktuelles/artikel/2011/05/dare-von-schaftschafts-an-ihre-und-deren-qualification-Als- consumer, loans and their shareholders are often subject to the provisions on consumer loan contracts. This means that certain mandatory information is required and the non -compliance with these regulations can lead to the nullity of the loan. There are also requirements for the documentation that aim to protect the rights of the borrower.