Mindel Scott

Mbh German Legal Form

In 2008, a mini-limited liability company called Unternehmergesellschaft (UG) was established to support and promote entrepreneurs with limited capital. The minimum capital required for the entrepreneurial enterprise is €1. A UG is required to set aside at least 25% of its annual net income each year until its reserve capital reaches the legal minimum of €25,000 and can then change its legal form to GmbH. A GmbH is a legal form of AG (public limited company) and KGaA (limited partnership). The owner of a GmbH is called a shareholder. The main feature of the LLC is its limited liability – shareholders cannot be held liable for damages with their private assets. A gGmbH is the non-profit consideration of an ordinary limited liability company. There are no fixed costs for setting up a GmbH, as notary and tax advisory fees are incurred, which may vary. However, the lion`s share of costs comes from social capital. The amount is determined by legislation designed to offer different options with different risks.

Attention: The company has the legal capacity even before registration in the commercial register, only the limited partners are responsible until that moment for their private assets. In German company law, the GmbH & Co. KG, as its name suggests, is a hybrid of the legal forms GmbH (limited liability company) and KG. Despite this hybrid form, the GmbH & Co. KG is still a KG and is therefore classified as a partnership. Even if the abbreviation is very similar, a G.m.b.H. should not be confused with the commercial form ⇒e.G.m.b.H., which has a completely different context. A general partner is the partner of a limited partnership (KG) who has unlimited personal liability. In the case of a GmbH & Co. KG, the general partner is a GmbH.

This has the advantage of not being a personally liable natural person as in the case of a general partnership, but a legal person such as the GmbH. The GmbH is responsible for all its business assets. With so many abbreviations, the GmbH & Co KG can be confusing. Even if you know what a GmbH or a KG is, it is not clear what exactly a GmbH & Co KG is. Here you will find an overview of this legal form with the definitions of limited partnership, general partner and other key terms. This legal form stipulates that the owner, with his company and private capital, is fully responsible for all the responsibilities of the company. The dealer can sign a company name. This name will then be entered in the German commercial register. Since 1 July 1998, the rules for incorporating a company have been considerably simplified. The name of the company can be chosen from the name of one or more owners (family business), the purpose of the company, a fictitious name or a mixture of all.

An enterprise only needs to meet the following criteria: the enterprise may have distinctiveness and a distinctive emblem (name function); in addition, the company name must not be misled under any circumstances (e.g. GbRmbH). The company name must contain the legal form of the respective company, e.g. a suffix for the legal form in its full form or in a generally applicable abbreviation. The sole proprietor uses the addition “eingetragener Kaufmann e.K., e.Kfm oder die feminine Form e.Kfr”. The creation of a GmbH & Co. KG requires at least one personally liable partner and one shareholder. First, the shareholders founded a GmbH. If registered in the commercial register, the GmbH & Co. KG can be founded. Limited liability means that a person`s financial liability is limited to a certain amount. In the case of the GmbH, liability is limited to the capital contribution of a shareholder.

For a GmbH, the limitation of liability means that the company is liable for damages exclusively with its assets and not with the private assets of individual shareholders. The financial risk for the shareholder is much easier to calculate, as he is only responsible for the amount of the main registration, which is recorded in the articles of association of the GmbH. In order to save taxes on rental income, it is possible to create a real estate company. The character of a limited partnership is that there must be at least one owner with unlimited liability (general partner) and at least one owner who is only liable for a fixed amount (limited partner). The sponsor is only liable in accordance with the company`s filing. In many cases, this legal form is chosen in order to broaden the capital base without the limited partner`s participation in entrepreneurship. Both the general partner and the limited partner are registered in the German commercial register. The suffix of the legal form can be either in full form or in a generally valid abbreviation (KG). The Gesellschaft mit beschränkter Haftung (GmbH) is the most common legal form for companies in Germany. The minimum share capital for the establishment of a German GmbH is 25,000 euros.

The German limited liability company is constituted by the founding shareholder(s), who signs a certificate of incorporation and articles of association in the presence of a German notary or equivalent shareholder. The German limited liability company is deemed to exist as soon as it is entered in the commercial register. It is managed by its managers and legally represented. On the death of a partner, the shares of the company pass to the heir (heir). As the partners are not registered in the commercial register, the heir does not have to be registered in the commercial register. However, according to § 40 GmbHG, the annual list of shareholders must be updated by the managing directors. The death of a general manager must be registered by all general directors, §§ 78, 39 GmbHG.