info@winheller.com+49 (0)69 76 75 77 80Mon. - Fri. from 8am to 8pm, Sat. from 8am to 5pm
In Germany, various legal entities can be managed as a corporation. The most commonly chosen legal forms of business 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:
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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 |
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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 expert partners regarding all questions about legal forms of companies in Germany and their foundation or restructuring are
The easiest way to contact us is by e-mail (info@winheller.com) or by phone (+49 69 76 75 77 80). We are looking forward to hearing from you!