Understanding the GmbH Act correctly is essential for founders.
When you set up a GmbH, you will be faced with many new tasks. The rights and obligations of a GmbH are set out in the GmbH Act. As a non-lawyer, it is sometimes difficult to fully understand the regulations. Here you can find out more about the content and structure of the GmbH Act.
How is the GmbH Act structured?
The GmbH Act comprises 88 paragraphs and six thematic sections. Here you will find an overview of the structure of the legal text:
- Establishment and formation of the GmbH (§§ 1-13 GmbHG)
- Legal relationships of the GmbH and its shareholders (§§ 13-34 GmbHG)
- Representation and management of the GmbH (§§ 35-51 GmbHG)
- Amendments to the Articles of Association (§§ 53-59 GmbHG)
- Dissolution and liquidators of the GmbH (§§ 60-77 GmbHG)
Establishment and formation of the GmbH
The first part of the GmbHG deals with the general formation requirements and all the formalities of formation. The entry in the commercial register is also regulated here. You will also find the legal basis for the special GmbH form: Unternehmergesellschaft (haftungsbeschränkt).
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Legal relationships of the GmbH and its shareholders
In the second section of the GmbHG, you will learn more about the limited liability company as a legal entity and what legal status it has in commercial transactions. It also contains regulations on the shares and the obligation to contribute and make additional contributions.
Representation and management of the GmbH
The third section of the GmbH Act sets out the rights of the management and the shareholders. You will also find information on liability, powers of representation, minority rights and the balance sheet, bookkeeping and annual financial statements. The rights and obligations of the shareholders’ meeting are also regulated in this section.
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Amendments to the articles of association, liquidation and penal provisions of the GmbH Act
In the last three sections, the GmbHG sets out regulations on the topics of amending the articles of association, dissolving a GmbH and various penal provisions.
The GmbHG contains many important regulations that affect your formation. But don’t worry: our team consists exclusively of experienced lawyers and is well informed! Book the right package for your start-up now!
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