The German stock corporation Aktiengesellschaft (AG) is particularly suitable for companies requiring a lot of capital and where company management is intended to be independent from the shareholders as far as possible.
Most stock corporations are listed on a stock exchange. In addition to the mostly binding regulations of the German Stock Corporation Act (Aktiengesetz, AktG), the regulations of securities law also apply to these companies. The AktG also provides some relief for unlisted companies with a limited group of people.
In order to establish a German stock corporation (AG), the following is required:
- Drafting of the Articles of Association
- Registration with the Commercial Register
- Registration with the Trade Office
The share capital of the AG (stock corporation) is EUR 50,000.00. One partner and one shareholder are sufficient for establishing an AG in Germany. To register your Aktiengesellschaft with the commercial register, proof must be provided that at least one quarter of the lowest issue amount plus any premium has been paid in full.
A one-person AG – basically the equivalent of a one-man GmbH – is not possible, because, in addition to a managing board, the law requires a supervisory board with at least three members. However, it is possible to establish an AG, where the sole shareholder also functions as managing board director or a member of the supervisory board.
The German stock corporation AG has three bodies: managing board, supervisory board, and the general meeting.
The managing board of the Aktiengesellschaft is responsible for managing the company. Neither the supervisory board nor the general meeting can instruct it.
The supervisory board of an AG is made up of at least three members and is responsible for the monitoring of the managing board, including the appointment and dismissal of management board members.
Members of the supervisory board of an Aktiengesellschaft, as well as members of the managing board should be clear on the possible liability risks. In the past, actions that have been omitted or performed too late resulted in liability of the managing board or supervisory board. Board members should thus be aware that they are not excluded from liability.
The general meeting of an AG is the body through which the shareholders are able to assert their interests. Among other things, it is responsible for structural measures, such as changes to the articles of incorporation and capital increase or decrease measures. It also selects the shareholder representatives to the supervisory board and is responsible for their dismissal.
We will be happy to clarify with you whether an Aktiengesellschaft is the appropriate legal form for your business goals. Our attorneys will provide you with competent advice and of course also support you in establishing an AG.
Your legal advisors for questions on the set up of an AG in Germany or the legally compliant management of a German stock corporation are Attorney Thomas Schwab (Incorporation, Immigration) and Attorney Phillipp von Raven. You can reach them by e-mail (email@example.com) or by phone (+49 (0)69 76 75 77 80).