Law on Limited Liability Companies
|Title:||Law on Limited Liability Companies|
|Short title:||GmbH law (not official)|
|Scope:||Federal Republic of Germany|
|Legal matter:||Corporate law|
|Issued on:||April 20, 1892
( RGBl. P. 477)
|Entry into force on:||May 10, 1892|
|Last change by:||
Art. 10 G of July 17, 2017
( Federal Law Gazette I p. 2446, 2492 )
|Effective date of the
|July 22, 2017
(Art. 15 G of July 17, 2017)
|Please note the note on the applicable legal version.|
The law on limited liability companies (also: GmbHG , GmbH Law or Law on GmbH ) in Germany essentially regulates the special form of limited liability companies (GmbH), their establishment, their bodies and their position in legal transactions.
The legislative competence of the federal government arises from Basic Law .No. 5 in conjunction with (1) No. 1 of the
With its penal provisions, the GmbH Act is also part of ancillary criminal law .
- Establishment of the company (§§ 1–12)
- Legal relationships of the company and the shareholders (§§ 13–34)
- Representation and management (§§ 35-52)
- Changes to the articles of association (§§ 53-59)
- Dissolution and nullity of the company (§§ 60-77)
- Ordinance, penalty and fine regulations (§§ 78-85)
Reforms of the law
The minimum capital of € 25,000 led to the trend that several thousand German entrepreneurs in Great Britain founded a limited company (minimum capital from £ 1 ) in order to be able to operate under simpler conditions in Germany. With a million GmbHs in Germany, this was a number to be taken seriously. This practice has been endorsed by the Federal Court of Justice and the European Court of Justice ( Inspire Art case of September 30, 2003, Case C-167/01).
The red-green federal government decided on June 1, 2005 with the Minimum Capital Act (MindKapG) to reduce the minimum capital of the GmbH with effect from January 1, 2006 to 10,000 euros, but this was rejected by the Union majority in the Federal Council on September 23, 2005.
In May 2006, the Federal Ministries' draft bill for the modernization of GmbH law and combating abuses (MoMiG) was submitted to the federal ministries for comment, which for example provided for a new kind of bona fide acquisition of GmbH shares. After extensive changes, etc. a. the inclusion of the entrepreneurial company (limited liability) , with only 1 € of share capital , the draft of the MoMiG was decided in the federal cabinet on May 23, 2007 . The Bundestag passed the law on June 26, 2008 . The MoMiG came into force on November 1st, 2008.
- Lutz Michalski (Ed.): GmbHG. EGGmbH. Comment. 2nd edition Verlag CH Beck, Munich 2010, ISBN 978-3-406-59625-4 .
- Jürgen Ensthaler among others: Commentary on the GmbH law. 2nd edition Luchterhand, Cologne 2009, ISBN 978-3-472-07509-7 .
- Günter H. Roth, Holger Altmeppen : GmbHG. Comment. 7th edition. Verlag CH Beck, Munich 2012, ISBN 978-3-406-62749-1 .
- Reinhard Bork, Carsten Schäfer (Ed.): GmbHG. Comment on the GmbH law. 2nd edition RWS Verlag, Cologne 2012, ISBN 978-3-8145-9007-3 .
- Law on limited liability companies at the German Federal Ministry of Justice