No man GmbH
A No-man GmbH (also No man-GmbH ) is a limited liability company in Germany (GmbH) law in which all shares of the GmbH are themselves, so it is a "GmbH without shareholder".
The possibility of the creation of a Kein-Mann-GmbH was first outlined in 1985 and led - together with the resulting questions - to an extensive discussion in various publications - in almost all relevant comments on the law on limited liability companies (GmbHG) or the Corporate law .
A no-man GmbH arises when all shares in the GmbH are transferred from the sole shareholder (in the case of a one-man GmbH) or from all shareholders to the GmbH. This is possible because the GmbHG does not limit the acquisition of own shares by the GmbH. In Austria, however, the creation of a no-man GmbH is made impossible by Section 81 GmbHG.
Emergence
There are several ways in which a Kein-Mann-GmbH can arise:
- Inheritance (GmbH is heir to the shares)
- Donation (GmbH receives shares as a gift)
- Sale of the / all business shares to the GmbH (according to § 16 Abs. 1 GmbHG)
- Exclusion of shareholders ( cessation - in accordance with § 21 GmbHG) without a shareholder remaining
- Surrender of the company share ( cancellation - according to § 27 GmbHG) by the shareholder ( s )
- Resignation of the partner (s) from the GmbH
- Result of company dissolution: In the case of a GmbH & Co. KG , all company shares are sold / transferred to the general partner company . If the limited partner (s) then leave, the GmbH & Co. KG will be dissolved and a no-man GmbH will remain.
discussion
The possibility of the establishment of a no-man GmbH is largely undisputed.
The subject of the discussion is whether and how the Kein-Mann-GmbH can exist. The views expressed here range from the need to wind up the no-man GmbH to believe that - if there is a supervisory board and a corresponding social contract or statute - the no-man GmbH can exist in the long run. A no-man GmbH could e.g. B. can be used as a construct similar to a foundation .
Other uses of the term
Occasionally, GmbHs are (incorrectly) also referred to as Kein-Mann-GmbH, in which (also indirectly)
- no natural person holds shares in the company or can exercise voting rights
- Natural persons hold company shares and / or exercise voting rights, but only to such a small extent that their influence is (almost) insignificant.
This is the case, for example, if the company shares and / or the voting rights are almost entirely or completely held by one (or more) foundation (s) (examples: Robert Bosch GmbH , Possehl ).
However, since the GmbH has shareholders (a foundation), it is not a no-man GmbH in the actual sense.
literature
- Peter Kreutz : From a one-man to a no-man GmbH? In: Marcus Lutter , Hans-Joachim Mertens , Peter Ulmer : Festschrift for Walter Stimpel on his 68th birthday on November 29, 1985. Berlin 1985, ISBN 978-3-11-009820-4 , p. 379.
- Alfred Paulick: The GmbH without shareholders. An investigation into the origins, admissibility and handling of the Keinmann GmbH. ISBN 3884155644 .
- Keinmann-GmbH: An impossible legal structure? European University Papers, Series 2, Volume 502. Frankfurt am Main, Bern, New York 1985, ISBN 978-3-8204-8612-4 .
- Joachim Meyer-Landrut , Georg Miller , Rudolf J. Niehaus : GmbH law. Berlin 1987. (see: second section, § 33).
- M. Gierke: Keinmann-GmbH in the legal discussion from 1985 until today. Kiel 1997.
- Werner Wellhöfer: Deepening the law of partnerships and corporations.
- Steding: The Gesellschafterlose GmbH - a legally permissible variant? In: NZG . 2003.
- Bretschneider: The shareholder-less company with limited liability. Dissertation. 1994.
- Oldenburg: The Keinmann GmbH. Dissertation. 1985.
Individual evidence
- ↑ Robert Bosch ignition defective. on focus.de
