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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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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.

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Why set up a GmbH?


Founding a GmbH is attractive for entrepreneurs who do not want to jeopardise their private assets. For security purposes, a share capital of EUR 25,000 is paid into a business account when the GmbH is founded, but this may be used in the normal course of business. The GmbH makes sense for founders who have a high level of private assets and want to protect them well. If you want to attract investors, the GmbH is often the most attractive legal form.

What do I need for a GmbH?


At least one shareholder is required to form a GmbH. This person can also be the managing director. However, the team of a GmbH is often made up of several people who share the tasks and pay in the share capital together. Once the personal details have been established, at least half of the EUR 25,000 share capital must be paid into the business account when the company is founded. This must be topped up to the full amount at a later date. In addition, the GmbH requires a summonable business address. Once the share capital has been paid in, the company is entered in the commercial register and transparency register. A tax number must also be applied for from the tax office for the start of business activities.

What is the difference between a GmbH and a UG (haftungsbeschränkt)?


The biggest difference between a UG (haftungsbeschränkt) and a GmbH is the amount of share capital required to set up the company. A GmbH requires 25,000 euros in share capital, half of which must be paid in when the company is founded. In the case of the UG (haftungsbeschränkt), on the other hand, EUR 1 is sufficient as share capital, provided the capital requirement does not necessitate a higher sum. In the case of a UG (haftungsbeschränkt), reserves must be formed from profits which may not be distributed to the shareholders. In addition, the UG (haftungsbeschränkt) can also consider increasing its capital and changing its name to a GmbH. Otherwise, the UG (haftungsbeschränkt) has the same rights and obligations as a GmbH in terms of shareholder, accounting and liability requirements. The UG (haftungsbeschränkt) must also pay corporation tax and trade tax in the same way as the GmbH.