Non-profit public company

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The non-profit public limited company ( gAG ) is a legal form in Germany. she is

The designation "non-profit " AG is a special tax law feature that is intended to indicate a non-profit orientation of the AG. If the articles of association and actual management meet the requirements of the charitable law of the tax code , the company is exempt from certain taxes in whole or in part.

With the establishment of a not-for-profit stock corporation, there is the opportunity to functionally approximate ongoing business operations to a foundation . It often happens that charitable foundations act as shareholders in charitable corporations and - because the foundation and corporation act as separate legal entities - in this way outsource a company from the foundation's assets.

The spread of the gAG only increased with the "law for small stock corporations and for the deregulation of stock corporation law" in 1994.

Regulations

In addition to the provisions of the Stock Corporation Act , the provisions of the Commercial Code and the Civil Code also apply . The tax office recognizes the non-profit status . This recognition requires a statute aimed at charitable purposes .

structure

According to stock corporation law, the basic requirements for the structure, the articles of association and the management of a "normal" stock corporation also apply to the gAG. In addition, the statutes must meet the requirements of non-profit law. These requirements include a .:

  • The company must have a charitable, charitable or church purpose.
  • The corporate purpose must consist of activities to fulfill this tax-privileged purpose.
  • The purpose must be selflessly, exclusively and immediately pursued.
  • The Articles of Association must state that the company's assets - with the exception of the capital contributions - are not distributed to the shareholders if the company is dissolved or the tax-privileged purposes cease to exist, but to another tax-privileged corporation (asset allocation).

Tax handling

The main advantages of the non-profit company are in tax law and here in the exemption from corporation tax and trade tax. In addition, the non-profit corporation is authorized to issue receipts for donations . These confirmations lead to the special expenses or operating expenses deduction for the donor . There is no sales tax for non-material services , the reduced sales tax rate of currently 7 percent applies to services in special-purpose businesses and 19 percent must be paid for services in commercial business operations.

Advantages and disadvantages, peculiarities

The non-profit AG combines the advantages of the typical legal form of the AG, which is geared towards commercial activities, with the tax advantages offered by the non-profit law. It is a legal structure of the transition between the non-profit and the for-profit sector. For example, voluntary work, which is still characteristic of associations and foundations, is regularly replaced at the AG by a full-time executive board . The financial resources required for this come from the income of the AG. On the other hand, certain accounting and disclosure requirements can result in higher administrative costs.

By certifying the shareholder status in shares , the ownership structure can be changed easily but controllably (through registered shares ) and aligned with the ideas of those involved. The stock corporation is therefore well suited as a legal form for areas of social commitment that are particularly exposed to intense competition .

Furthermore, the public limited company offers a better way of involving the citizens in the work of the third sector .

The organizational and corporate form of the not-for-profit stock corporation offers particularly diverse opportunities for participation . The purchaser of shares becomes a co-owner of the company and as such has a special say. The fact that the non-profit corporation is not allowed to distribute dividends to its shareholders is offset by the entrepreneurial opportunities for participation. Because the shareholder is regularly informed about the development of "his" company and he can bring his ideas and experiences to the general meeting , if interested also in the advisory board .

In this way, he influences how society deals with social problems and contributes to the development of his company. At the same time, he can express his civic commitment and “set an example” in the social environment with his shareholder position.

From the company's point of view, the main thing is that the donors, unlike donations, remain involved in the further development of their company. Employees can also be involved as shareholders and thus ideally integrated.

literature

  • Stephan Schauhoff (Hrsg.): Handbook of the non-profit. Association - Foundation - GmbH. Law, taxes, personnel. CH Beck, Munich 2005, ISBN 3-406-52710-8 .
  • Iris Rozwora: A sketch of the "non-profit AG landscape in Germany", published in: Rene Andessner, Dorothea Greiling, Markus Gmür: Resource mobilization through nonprofit organizations . "Trauner Verlag; Edition: 1st edition 2015, ISBN 3-99033-448 -4 , pp. 344-354.

Individual evidence

  1. Frank Schlößer: What is - ... A gAG? In: Brand one . No. 10 , 2006, p. ? ( brandeins.de [accessed October 27, 2019]).