What is the Limited Liability Company Law (GmbHG)? Limited Liability Company Law (GmbHG) Review

This code has been amended many times and even partially deleted due to the development of German social economy, but the basic content has not changed. As an important part of commercial law, it plays a very important role in regulating the limited liability company, which is a very common company form in German economic life.

Table of contents

Chapter 1 Company Formation (§§ 1–12)

§1 Purpose of a limited liability company

§2 Form of the Articles of Association

§3 Contents of the Charter

§4 Company Name

§4a Location of the company

§5 Share capital; share capital contribution

§5a Entrepreneurship (limited liability) UG

§6 Managing Director

§7 Application for commercial registration

§8 Contents of the application

§9 Obligation to make up for overvaluation of capital contribution in kind

§9a Obligations of shareholders and managing directors when establishing a company

§9b Expiration of the statute of limitations for waiver, settlement and compensation claims

§9c Refusal of registration by the court (court review of the application)

§10 Business registration

§11 Legal status before registration

§12 Company Announcement

Chapter II Legal Relations between Companies and Shareholders (§§ 13–34)

§13 Legal nature of a limited liability company

§14 Shares

§15 Transfer of Shares

§16 Legal status of the assignor and the assignee

§17 (Obsolete)

§ 18 Joint rights to shares

§19 Payment of share capital by shareholders

§20 Delayed interest

§21 Expulsion of shareholders who fail to pay their capital contributions

§22 Responsibility of predecessors (hands)

§23 Auction of shares

§24 Financing Shortfall

§25 Mandatory provisions

§26 General Rules on Obligations for Additional Payment of Shares

§27 Unlimited obligation to pay additional share capital

§28 Limited obligation to pay additional share capital

§29 Distribution of net profits

§30 Return of assets

§ 31 Prohibition on repayment of refunds

§32 Profit repayment

§32a (repealed)

§32b (repealed)

§33 Acquisition of shares in the Company

§34 Share redemption

Chapter III Agency and Business Execution (§§ 35–52)

§35 Management Director Representative

§35a Specifications for business correspondence

§36 Role of representatives

§37 Limitation of the right of representation

§ 38 Withdrawal of appointment

§ 39 Registration of managing directors

§40 List of shareholders

§ 41 Bookkeeping, obligation to prepare balance sheet

§42 Preparation of balance sheet

§42a Review of annual financial statements

§ 43 Liability of the managing director

§ 43a Credits received by managing directors, representatives and authorised agents

§ 44 Agent of the managing director

§45 General rights of shareholders

§46 Matters subject to shareholder resolutions (scope of shareholder responsibilities)

§47 Voting rights

§48 Shareholders’ Meeting

§49 Convening of a general meeting of shareholders

§50 Rights of minority shareholders

§51 Form of convocation

§51a The right of inquiry and review of minority shareholders

§51b The Court’s decision on the right to inquire and the right to examine

§52 Supervisory Committee

Chapter 4 Amendments and Changes to the Articles of Incorporation (§§ 53–59)

§53 Methods of amending the articles of association

§54 Application and registration

§55 Increase of share capital

§55a Authorized share capital

§56 Contribution in Kind

§56a Regarding the payment of additional share capital

§57 Registration of increase in share capital

§57a The court dismisses the application

§57b Registration Notice (expired)

§57c Capital increase

§57d Distribution of retained earnings

§57e Annual audit

§57f Balance sheet requirements

§57g Advance notice of balance sheet

§57h Types of capital increase

§57i Registration of capital increase resolution

§57j Share Adjustment

§57k Minority Shareholder Rights Adjustment

§57l Increase of share capital by directors

§57m Contractual relations between the Company and third parties

§57n Profit distribution on new shares

§57o Acquisition costs

§58 Reduction of share capital

§58a Simplified capital reduction

§58b Reduction of capital reserve

§58c Loss

§58b Profit distribution

§58e Capital reduction resolution

§58f Capital reserve converted into share capital

§59 Competent court (repealed)

Chapter V Dissolution and Bankruptcy of Companies (§§ 60–77)

§60 Reasons for Dissolution

§61 Dissolution by judgment

§62 Dissolution by the Executive

§63 Bankruptcy proceedings (abolished)

§64 Obligation to file for bankruptcy (repealed)

§65 Application for Dissolution

§ 66 Liquidator

§67 Application for registration of liquidator

§68 Signature of the liquidator

§69 Legal relations between a company and its shareholders

§ 70 Tasks of the liquidator

§71 Balance sheet, rights and obligations of the liquidator

§72 Distribution of property

§73 Distribution and protection of creditors

§74 Finalization of liquidation

§75 Invalidity of establishment

§76 Correction by resolution of shareholders

§77 Effect of invalidity of establishment

Chapter VI Special provisions concerning the participation of the federal government in companies (§ 77a)

§77a Establishment of a company in which the federal government holds a stake

Chapter VII Administrative Penalties and Fines (§§ 78–88)

§78 Application for commercial registration

§79 Penalty provisions

§80 (obsolete)

§81 (Obsolete)

§82 Providing false information

§83 (repealed)

§84 Breach of duty due to failure to timely synchronize losses and excessive liabilities

§85 Breach of confidentiality

§86 Failure of duty by the Supervisory Committee

§ 87 Administrative fines

§88 Transfer to the Audit Supervision Agency

References

• 1. Limited Liability Company Law (GmbHG): German government agency