GmbH-Foundation in brief: New regulations since 2008

In 2008 the GmbH law was changed. Not only the mini GmbH was created, but also with the traditional GmbHFoundation changed some things.

What is needed?

For the establishment of a limited liability company, you need a minimum of 25.000 Euro, which is to be raised jointly by all shareholders. Capital stock may consist of cash or non-cash contributions.

If you deposit the deposits in cash, you must deposit a quarter of the deposits, at least half of the legal minimum capital of 12.500 Euro. The shareholder is liable for the remaining amount.

kind

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Contributions in kind, ie movable or immovable goods such as cars, real estate or Companys, however, must always be provided in full. Moreover, the value of the contribution in kind must be proven in a fact-finding report, which convinces the commercial register of the value of the claims - this can also be examined.

In the event of insolvency, however, the shareholders have the mandatoryto pay the difference up to the EUR 25.000 share capital.

Agreement with the notary

First of all, the company agreement of the limited liability company must be registered with the notary. He also directs the company contract with the notarially certified signature of the management to the commercial register.

Since drafting a articles of association is traditionally time-consuming and expensive, since November 1, 2008 there has been a faster and cheaper one Alternatives:

Quick alternative: Notarielles Grundungsprotokoll

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You can the Society Founded by a simple notarial incorporation report with a minimum statute - that is the simple and inexpensive option. However, this is only possible if the legally prescribed minimum content of a partnership agreement is sufficient for the foundation.

For example, your company may not have more than three shareholders and only one managing director. And: They can only be founded with a foundation record if you provide the share capital as a cash contribution. A foundation is not possible in the foundation protocol.

The traditional way

If this standard solution is out of the question, you can, of course, continue to be based on an individually created notarial company agreement, which allows them to make their own arrangements.

For example, according to the old-fashioned GmbH law the management had to agree to the sale of business shares. Since November 2008 every share of business can now be sold without permission at any time. If you do not wish to do so, you can regulate this in a different, notarially chartered statute.

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