Shareholders/Gesellschafter

The translation of forms of business association is quite complex and takes so long to discuss that the steam goes out of the boiler before the discussion has got off the ground.

I met some U.S. translators briefly last Friday, but not too briefly for one of them to tell me that all the U.S. lawyers she works for reject the translation of Gesellschafter of a GmbH as shareholder.

This is a good concrete example – without such examples it’s really impossible to discuss why some lawyers don’t like some translations (see earlier entry without examples).

It would be great if people asked their English-speaking lawyers why they don’t like the translation.

So, let’s look at this. Gesellschaft itself is a problem, but at least my favourite translation of GmbH, which is GmbH, is straightforward (until the client complains).

But the word Gesellschafter has to be translated. The nearest equivalents (not translations) of Gesellschafter in English are:

AG: shareholder
GmbH: member
KG: partner
OHG: partner

But look at this:
Aktie in AG: share
Anteil in GmbH: share

So it has become standard to translate every Gesellschafter of a limited company as a shareholder. Of course, it may seem like translatorese in a GmbH, but it seems a good solution to me. For some reason, hardly any Germans seem to have heard of the word members.

The U.S. lawyers who didn’t like shareholder apparently wanted members or partners. Members, OK, but never never never partners in a GmbH: it creates the wrong idea.

It’s been suggested to me that the lawyer familiar with two languages may simply be getting confused, and transferring the existence of two terms for shares (Aktie and Anteil) in German to a wrongly assumed existence of two terms in English.

13 thoughts on “Shareholders/Gesellschafter

  1. I’ll try to return to this in more detail before I disappear for a few days’ (computerless) holiday tomorrow, but I see no problem with the term “shareholder” when used for a GmbH. As you rightly suspect, all German clients (incl. lawyers) who I’ve dealt with have shrunk with horror from the term “member(s)”.

    This was also one of the terminology issues we looked at with PwC for the 4th edition of “German Accounting Legislation”, and I seem to remember that the message that came back from the native English auditors consulted was not to use “member” for (GmbH) Gesellschafter under *any* circumstances!

  2. An afterthought: another related term that seems to cause confusion is “Stammkapital”. This is not the same as “Stammaktien” of an AG (ordinary/common shares, as opposed to preference/preferred shares), but simply the “share capital” of a GmbH, and is directly equivalent to the “Grundkapital” of an AG. Just different names for basically the same thing…

  3. Robin, do you know *why* those English auditors didn’t want ‘member’? It seems irrational. Mind you, as you confirm, the term is not widely known to non-English and non-American people.

    I think the translator has to educate the American lawyer client to accept ‘shareholder’.

    A big problem with this vocabulary is that one would like terms that work for more than one enterprise, hence the transfer of ‘shareholder’ to the GmbH, and one would also like terms that work in Britain and America, and in fact in a kind of international English.

  4. I think that precisely this desire for a neutral and universally understood “International English” is the main reason, and I certainly back anything that will eliminate differences between UK and US “Fachsprache”.

    Incidentally, you had a posting not too far back about “gesch

  5. Eliminating differences in Fachsprache – not very realistic if you have two legal systems, so that what is being described is not even the same.
    A comparative dictionary of US and UK law terminology would be a good thing.

  6. We have one lawyer here who insists we translate “Gesellschafter” in his texts as “equity interest holder”. Very cumbersome from a linguistic point of view.

  7. Back again. Margaret: surely there aren’t two legal systems involved here, only one – German. The problem lies more with finding a single “one size fits all” English translation. But this should really be possible, and the fact that American lawyers may not understand a particular term has to be irrelevant – they damn well have to research it!
    My experience with accounting systems and language has been quite positive: the French, Belgians and Canadians are working together successfully on projects to establish a single French “language of accounting”. There is also now a standardised “Latin American” Spanish used in the LatAm version of IFRSs, and over time, this will converge with European Spanish to form a single Spanish “Fachsprache”. Is it really expecting too much to hope for the emergence of a single international English language of law? I reckon that commercial pressures alone will move things in this direction, in much the same way that they have forced the gradual convergence of the English used in IFRSs and US GAAP. Of course, we’ll probably be long retired by the time that happens…

  8. At the risk of committing lese majesty, I must say I think law is not comparable with accounting.
    Robin: you mean an English language for civil law, or just for German law, or for common law and civil law?
    If, as you say, an international terminology gradually develops (alongside the EU terminology perhaps already developing?), this will just be one further layer of complexity and abstraction, making texts harder to read. As it is, I translate many legal terms in a variety of ways, depending on the user of the translation, usually aiming at comprehensibility. So the US/UK thing is just one factor in that. And the Canadian English equivalents of Canadian French civil-law terms, for instance, are not helpful at all.

  9. One had several difficult cycling-driven experiences with the German cops, including a night in Potsdam gaol, and it is obvious in retrospect that the lack of an umbrella was crucial. Unser Rad, Fahrrad, it used to say outside the bike shop in Gronau or Nordhorn or somewhere, but things are rarely that simple.

  10. Yes, no doubt.
    There are a lot of aggressive cyclists here, mind you.
    This man was cycling through the vegetable fields to the cemetery, where he spent ten minutes or so before cycling off again.
    Was the Potsdam incident during or after the GDR? Although as far as cycling and the police is concerned, it may make little difference.

  11. Five years post. They were reasonably amiable considering their reputation in dealing with car drivers in a similar state – I was lost and trying confusedly to cycle across a field in the general direction of the campsite, so they may have had a point.

    I rather suspect those are not traditional British slippers but the slip-ons favoured by gardeners and relaxed builders.

  12. My mind is going. They aren’t slippers, but sandals, like open-toed mules.
    I suppose a night in prison is one way to protect the fields from cyclists, or were they in fact giving you an alternative to the campsite?

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