Small joint stock company
According to German law, a small stock corporation is a stock corporation that only has a small group of shareholders . It benefits from the simplifications regarding the composition of the supervisory board and the disclosure requirements under commercial law, and it is not listed on the stock exchange .
Legislation and content
With the German Stock Corporation Act novella 1994 (Stock Corporation Act) came into effect special rules for small Aktiengesellschaft Although not a new form of society created, but the corporation for medium made attractive and small businesses as a form of society. The small AG was systematically an important reform step in German stock corporation law: While until then the stock corporation was reserved for the public company and the closed companies were referred to the GmbH and GmbH & Co KG, stock corporation law now also opened up to the unlistedCompanies and a dividing line was drawn not between the legal forms, but systematically between the listed and the non-listed company. In the following years, many European and national legal norms were directed towards the "listed" or "capital market-oriented" society (most recently the "Law for the Equal Participation of Women and Men in Management Positions in the Private and Public Sector" from May 2015). The Kleine AG also marks the beginning of the so-called "permanent stock corporation law reform", which has been ongoing since the early 1990s.
In detail, some formal requirements for the unlisted stock corporations have been simplified. One-man foundation is now allowed. Furthermore, the convening and holding of the general meeting , the notarization of general meeting resolutions for non-listed stock corporations, the use of the annual financial statements and the like have been simplified so that the small stock corporation is an alternative to the GmbH .
For example, according to Section 121 (4) sentence 1 AktG, it is required that the convening of the general meeting be "published in the company gazettes". If the company's shareholders are known by name, however, it is sufficient to invite the shareholders by registered letter ( Section 121 (4) sentence 2 AktG). For small stock corporations, a statutory regulation outside of the AktG is important: According to Section 1 Paragraph 1 No. 1 of the One- Third Participation Act of 2004 (formerly Section 76 Paragraph 6 BetrVG ), their participation in the supervisory board does not apply to fewer than 500 employees .
literature
- Heinz-Peter Verspay, Andreas Sattler: The small AG. A legal form for the medium-sized company. Renningen 2006, ISBN 3-8169-2636-3 .
- Stefan Schnobrich, Michael Barz: The Business AG - stock corporation for the middle class. A practical guide to the small company. Wiesbaden 2000, ISBN 3-409-11585-4 .
- Roberto Bartone: The small stock company. Law, tax. Bielefeld 2002, ISBN 3-503-04149-4 .
- Ulrich Seibert , Roger Kiem, Matthias Schüppen (eds.): Handbook of the small AG. 5th edition, Cologne 2008, ISBN 978-3-8145-8118-7 .
Web links
- Small stock corporation on the portal existenzgruender.de offered by the Federal Ministry of Economics and Technology
- Definition of small stock corporation in the Gabler Wirtschaftslexikon
- Choice of legal form: The "small stock corporation" , article on iww.de
Individual evidence
- ^ Law for small joint-stock companies and for the deregulation of company law. BGBl. 1994 I p. 1961
