Legal Forms of Corporations in Germany

Comparison of the most relevant corporate bodies in Germany

Legal Forms of Corporation in Germany

In Germany, various legal entities can be managed as a corporation. The most commonly chosen legal forms are:

We would like to briefly introduce all three legal forms here - including a look at the simplified foundation procedure - and clarify the most important questions in a quick and simple manner:

  • How many persons are required for foundation?
  • Who holds the power of representation?
  • How can company shares be transferred?
  • Which legal form has the best reputation?

Overview of German legal forms:

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UG customized statutes UG model statutes for simplified foundation procedure GmbH customized statutes GmbH model statutes for simplified foundation procedure AG
Number of shareholders Any 1-3 Any 1-3 Any
Number of managing directors (UG/GmbH), board members (AG) Any Max. 1 Any Max. 1 Any (Supervisory board members may not be members of the board)
Number of supervisory board members No supervisory board No supervisory board No supervisory board No supervisory board 3
Share capital/nominal stock Min. EUR 1 Min. EUR 1 Min. EUR 25,000 Min. EUR 25,000 Min. EUR 50,000
Number of persons required Min. 1 Min. 1 Min. 1 Min. 1 Min. 4
Deposit upon foundation Full deposit upon foundation Full deposit upon foundation ¼ of each share, in total min. EUR 12,500 ¼ of each share, in total min. EUR 12,500 ¼ of each share, in total min. EUR 12,500
Possibility of individual articles Yes No Yes No Yes
Liability Generally limited to company assets Generally limited to company assets Generally limited to company assets Generally limited to company assets Generally limited to company assets
Possibility of non-cash establishment No No Yes No Yes
Possibility of non-competition clause for shareholders Yes No Yes No Yes
Possibility of exemption from statutory ban on competition for managing directors Yes No Yes No Yes
Authorization to represent (in principle) Managing director Managing director Managing director Managing director Board
Transfer of company shares (UG/GmbH), stock (AG) Possible, but requires certification by notary Possible, but requires certification by notary Possible, but requires certification by notary Possible, but requires certification by notary Cost-effective transfer option because no notarial certification necessary
Flexibility in ongoing operations Flexible Less flexible Flexible Less flexible Very formal, strict requirements of stock corporation law have to be considered
Reputation/prestige of the legal form Low Low Good Good Very high

Your attorney for all corporate entities

Your attorney for legal forms of corporation in Germany

Your expert partners regarding all questions of German corporations and their foundation or restructuring are

The easiest way to contact us is by email (info@winheller.com) or by phone (+49 (0)69 76 75 77 80). We are looking forward to hearing from you!

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