GmbH-Foundation in brief: New regulations since 2008


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2008 the company law has been amended. Not only the Mini-GmbH was created, but also changed a lot with the traditional GmbH foundation.

GmbH foundation in brief: New regulations since 2008 GmbH founding in brief: New regulations since 2008

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This entry contains content and information that may be out of date, eg due to legal or statistical changes. Because it can still be helpful to get an overview of the topic, you can still find it here.

What is needed?

Overview

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.

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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

Overview

Contributions in kind, ie movable or immovable goods such as cars, real estate or Company, 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 obligation to still provide the difference amount up to the 25.000 Euro capital.

Agreement with the notary

Overview

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.

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Since setting up a social contract is traditionally time-consuming and expensive, there has been 1 since. November 2008 a faster and cheaper alternative:

Quick alternative: Notarielles Grundungsprotokoll

Overview

You can set up the company by means of a simple notarial foundation protocol with a minimum rate - this is the simple and cost-effective variant. However, this is only possible if the legally prescribed minimum content of a company contract is sufficient for the establishment.

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

Overview

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.

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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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