List of legal forms of companies in Germany
This is an incomplete list of the legal forms of companies in Germany . Combined legal forms such as GmbH & Co. KG are not listed here individually.
Sole proprietorship and partnerships
Sole proprietorship and partnerships
one-man business | silent Society | OHG | KG | GbR (BGB Society) | |
---|---|---|---|---|---|
Legal regulation | HGB §§ 1–104 | HGB §§ 230-237 | HGB §§ 105-160 | HGB §§ 161–177 | BGB §§ 705-740 |
founding | |||||
Minimum number of founders | 1 | 2 | 2 | 2 | 2 |
shape | - | not mandatory | not mandatory (customary in writing) | not mandatory (customary in writing) | - |
Beginning of the company | immediately | immediately | immediately | immediately | immediately |
company | First and last name of the owner; Property company possible if entered in the commercial register | without license plate, because internal company | First and last name of at least one partner or company | First and last name of a partner or company with unlimited liability | No company possible, designation in legal transactions with at least one first and last name of two of the shareholders |
Registration for the register | yes (Commercial Register Department A, if a registered businessman ) | No | yes (Commercial Register Department A) | yes (Commercial Register Department A) | No |
Participation in capital | solely from private assets, self-financing, limited credit base | silent partner with capital contribution | overall current status of the capital accounts, from private assets of the shareholders, self-financing, broad credit base | holistic; Full, current status of the capital accounts; Participant: deposit | holistic; current status of the shares |
Financial participation | |||||
Profit sharing | alone | according to Articles of association, otherwise: fair share | according to Articles of association, otherwise: 4% of the capital, the rest on a per capita basis | according to Articles of association, otherwise: 4% of the capital, remainder: appropriate ratio | according to Social contract, otherwise: by heads |
Loss sharing | alone | according to Social contract | according to Social contract, otherwise: by heads | according to Articles of association, otherwise: reasonable relationship | according to Social contract, otherwise: by heads |
Management of the company | |||||
Managing directors | alone | owner | each partner individually | only fully liable (individual) | together |
stand-in | alone | owner | each partner individually | only fully liable (individual) | together |
Monitoring organ | - | - | - | - | - |
Decision-making body | - | - | - | - | - |
Change of shareholders and liquidation | |||||
Termination of a partner | - | after the contract or at the end of a financial year with a six-month period | at the end of a financial year with a six-month notice period | at the end of a financial year with a six-month notice period | at any time (not at "the wrong time") |
Reason for dissolution | Liquidation, bankruptcy, death of the owner | Termination, resolution of the partners, expiry of the contract, death of a partner, court decision (for important reasons) insolvency, liquidation (exception: in the event of the death of a partner, his share is transferred to the heir) | Termination, resolution of the partners, expiration of the contract, death of a partner, court decision (for good cause) insolvency, liquidation | Termination, resolution of the partners, expiry of the contract, death of a partner, court decision (for important reasons) insolvency, liquidation (exception: in the event of the death of a partner, his share is transferred to the heir) | Termination, resolution of the partners, expiry of the contract, death of a partner, court decision (for good cause) insolvency, liquidation |
Participation in the liquidation proceeds | alone | Repayment of the capital contribution (in the event of bankruptcy: insolvency claim) | according to business shares | according to business shares | according to shares |
Corporations
AG | KGaA | GmbH / UG (limited liability) | eG | |
---|---|---|---|---|
Legal regulation | Stock Corporation Act (AktG) | AktG §§ 278–290 | GmbH law | Cooperative Act |
founding | ||||
Minimum number of founders | 1 | 1 | 1 | 3 |
shape | judicial or notarized contract | judicial or notarized contract | judicial or notarized contract | Creation of a statute (statute) and signature by the founders |
Beginning of the company | with the entry | with the entry | with the entry | with the entry |
company | Property or personal company with the addition of AG | Property or personal company with the addition KGaA | Property or personal company with the addition of GmbH | Property company with the addition of eG |
Registration for the register | yes (Commercial Register Department B) | yes (Commercial Register Department B) | yes (Commercial Register Department B) | yes (cooperative register) |
Participation in capital | Shares, minimum nominal value per share or no-par value share with a participation in the share capital of 1.00 euros, minimum capital (share capital) 50,000 euros, self-financing via the capital market, creditworthiness due to creditor protection, listing possible | Full liability: jointly, current account status, partner: shares | Business share min. 1, - Euro of the share capital min. 25,000 euros from the assets of the shareholders (for UG: 1 euros), self-financing through the inclusion of additional shareholders | Business credit (paid-in part of the business share) from the contribution of the comrades, financing possible, limited due to voting rights restrictions and member changes |
Financial participation | ||||
Profit sharing | dividend | Full partner: 4% of the capital, the remainder in a reasonable ratio, partner: dividend | according to the business share | according to the business credit |
Loss sharing | no participation exception: insolvency, capital reduction | Full liability: appropriate relationship, partial liability no participation other than insolvency | limited liability with business share; Additional payment obligation | Deduction from the business credit or according to the statute |
Management of the company | ||||
Managing directors | Board | Full liability (board member) | executive Director | Board of Directors (comrades) |
stand-in | Board | Full liability (board member) | executive Director | Board of Directors (comrades) |
Monitoring organ | Supervisory board | Supervisory board | with more than 500 employees: Supervisory Board | Supervisory board |
Decision-making body | General meeting | General meeting | Shareholders' meeting | General Assembly |
Change of shareholders and liquidation | ||||
Termination of a partner | No termination possible, but shares are sold | - | no termination possible, but sale of the share | at the end of the financial year with a three-month notice period |
Reason for dissolution | Lapse of time, decision d. HV, bankruptcy | like KG (fully liable), like AG (partially liable) | Lapse of time, decision of the shareholders, bankruptcy | Time lapse, decision of the general assembly, bankruptcy |
Participation in the liquidation proceeds | after stocks | like KG u. AG | according to business shares | according to business credit |