Entrepreneurial company (limited liability)

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An entrepreneurial company (limited liability) , UG for short (limited liability) is a German legal form of a corporation . As a smaller variant of the conventional limited liability company (GmbH) created in 2008, it is a well-accepted alternative to the unlisted British limited company , which had been advancing up to then, and has largely replaced this legal form in Germany today.


The German legislator primarily introduced the UG (limited liability) in order to be able to offer an alternative to the previously increasingly popular legal form of the British Limited . The civil law company with limited liability (GbR mbH) had already been rejected by the Federal Court of Justice in 1999 .

The UG (limited liability) regulated in § 5a GmbHG is not a new legal form. Rather, it is a GmbH with a lower share capital than the minimum share capital of 25,000 euros prescribed for the ordinary GmbH and with a special legal form addition . The UG (limited liability) is a legal person , (as a rule) subject to full corporation tax and trade tax , and it must publish its annual financial statements in accordance with §§  325 , 326 HGB. The UG (limited liability) can be founded with a share capital of only one euro - therefore it is colloquially referred to as mini GmbH and 1-euro GmbH . It can be charitable (then: gUG (limited liability)) if it meets the applicable requirements . The non-profit entrepreneurial company is not a separate legal form, but a special form of the non-profit GmbH (gGmbH) and the GmbH Act applies to it.

The UG (limited liability) has found great approval , especially in business start-up circles. As of January 1, 2012, there were 64,371 such companies, including companies that had already been converted into a GmbH and the UG (limited liability) & Co. KG even 76,377. In Germany, the British Limited , which was trendy for a while, has lost a lot of its importance.

The legal prerequisites for the UG (limited liability) were created by the law on modernizing GmbH law and combating abuse (MoMiG) of October 23, 2008, which also contains the corresponding changes to the GmbHG.

Foundation of the company

The UG (limited liability) is established like the classic GmbH, except for minor deviations. Since it is a subtype of the GmbH, the rules of GmbH law apply to it - subject to special rules.

Company name

The company name must contain the designation "Unternehmergesellschaft (limited liability)" or "UG (limited liability)" (Section 5a GmbHG). The omission of the brackets or the reformulation of "limited liability" in z. B. "limited liability" is not allowed.

Share capital

The nominal amounts of the business shares of the shareholders stipulated in the articles of association - the so-called share capital - must be provided after the establishment and before registration in the commercial register ( Section 5a (2) GmbHG) so that the UG (limited liability) is registered. The share capital must be at least one euro. In the founding practice, amounts of up to 1000 euros are usually chosen, but this can affect the company's creditworthiness .

From 25,000 euros, a UG (limited liability) is no longer established, but a GmbH in the original sense (Section 5a (1) sentence 1 GmbHG). In contrast to a GmbH, no contributions in kind are permitted in a UG (limited liability). The share capital must be paid in immediately in full as a cash contribution (Section 5a (2) GmbHG). If capital of 12,500 euros is available, either a UG (limited liability) with share capital of 12,500 euros or a GmbH in the original sense, in which only half of the share capital of at least 25,000 euros has to be paid in. The difference lies in the case of insolvency: In the case of a GmbH, the shareholders are obliged to provide the deficit of EUR 25,000 in share capital, but not in the UG (limited liability).

Rights and duties of those involved


In accordance with Section 5a (4) GmbHG, the shareholders must hold a shareholders' meeting immediately in the event of imminent insolvency.

executive Director

Supervisory board

There is only an obligation to form a supervisory board if co-determination regulations make this necessary, e.g. if the UG (limited liability) employs more than 500 employees (i.e. hardly of practical relevance). The articles of association can, however, provide for the establishment of a supervisory board.


Formation of reserves

In return for the fact that the capital contribution can be (almost) as small as you like, at least 25% of the annual surplus must be allocated to a reserve each year. If the accumulated reserves together with the original share capital have reached EUR 25,000 (minimum capital in accordance with Section 5 (1) GmbHG), the shareholders can adopt a resolution to increase capital in accordance with Section 57c GmbHG. This enables the UG (limited liability),

  • to forego the accumulation of the reserve amounting to 25% of the annual surplus in future,
  • to freely dispose of the annual surplus and
  • to change their company name and add the legal form suffix "GmbH".

Founding-privileged GmbH in Austria

The Austrian Chamber of Commerce (WKO) as well as the interest group for young business endorsed the introduction of a new type of company based on the German model in Austria . The President of the Austrian Economic Chamber, Christoph Leitl, spoke out in favor of this in the course of the Alpbach reform talks in August 2007. With effect from July 1, 2013, the minimum share capital of the GmbH in Austria was reduced to 10,000 euros. The possibility of founding a company with lower share capital resulted in losses in tax revenue, so that the Austrian legislature was forced to raise the minimum share capital to 35,000 euros on March 1, 2014. At the same time, the possibility of a privately owned GmbH was created, whose share capital still only has to be 10,000 euros. These companies have to increase their share capital to 35,000 euros within ten years and are registered in the commercial register as "foundation privileges" by then .

See also


  • Matondo Cobe: The protection of creditors in the entrepreneurial society (limited liability) in a comparative law perspective - A functional comparison of the private limited company and the UG, Springer Verlag, 2017, ISBN 978-3-658-18045-4 .
  • Stephan Dornbusch: The entrepreneurial company (limited liability): Foundation and contract drafting. Publishing house for taxes, law and economics, 2011, ISBN 978-3-936-62351-2 .
  • Hasso Heybrock (Ed.): Practical commentary on GmbH law . ZAP-Verlag, 1st edition 2008, ISBN 978-3-89655-268-6 .
  • Stefan Holzner: The entrepreneurial company (limited liability) in the competition of corporate forms . Publishing house Dr. Kovač, Hamburg 2011, ISBN 978-3-8300-5734-5 .
  • Sebastian Korts: The entrepreneurial company (limited liability). 3. Edition. Deutscher Fachverlag, 2012, ISBN 978-3-800-54339-7 .
  • Frank-Holger Lange: If the UG is to grow up - "conversion" into a GmbH . In: NJW 51/2010, 3686.
  • Antonio Miras: The new entrepreneurial society . UG (limited liability) and simplified establishment according to the new law. With form part . 2nd Edition. 2010, ISBN 978-3-406-61394-4 .
  • Peter Ries : MoMiG and the consequences: practical problems with the GmbH . In: Anwaltsblatt (AnwBl) , No. 1/2011, p. 13 ( PDF ).
  • Manuel Johannes Rolfes: Competition of company forms: The entrepreneurial company (limited liability) compared to Limited and SPE. Oldenburger Verlag for Economics, Computer Science and Law, 2012, ISBN 978-3-939-70490-4 .
  • Volker Römermann, Wachter (Ed.): GmbH advice according to the MoMiG . Special issue of the GmbH-Rundschau (GmbHR) , 2008, chap. 6th
  • Ricarda Schwegmann: The protection of creditors in the entrepreneurial society (limited liability). Publishing house Dr. Kovač, Hamburg 2013, ISBN 978-3-830-07013-9 .
  • Melanie Spies: Entrepreneurship (limited liability). Constitution - bankruptcy protection - alternatives . Duncker & Humblot, 2010, ISBN 978-3-428-13193-8 .
  • Alexander Sprick: Practice Guide Entrepreneurship. UG (limited liability): Answers to foundation, design, management, liability, bookkeeping, annual financial statements, taxes, dissolution, etc. v. m. Anaximander Verlag, 2014, ISBN 978-1-500-46407-3 .
  • David Ullenboom: The entrepreneurial company (limited liability) according to § 5a GmbHG - a mere entry variant or a versatile legal form? Publishing house Dr. Kovač, Hamburg 2014, ISBN 978-3-830-07943-9 .
  • Lothar Volkelt: The Entrepreneur Society (UG). Foundation, management, law and taxes. 2nd Edition. Gabler Verlag, Wiesbaden 2011, ISBN 978-3-834-92795-8 .

Web links

Individual evidence

  1. BGH, judgment of September 27, 1999 - II ZR 371/98 = BGHZ 142, 315 and BGH, judgment of November 24, 2004 - XII ZR 113/01 .
  2. Kornblum: In: GmbH-Rundschau. 2012, p. 728.
  3. Germany in the start-up fever - the UG strong on the way! ,recht24-7.de.
  4. Text of the MoMiG ( Memento of the original from December 17, 2013 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. , BMJ website (PDF). @1@ 2Template: Webachiv / IABot / www.bmj.de
  5. Michalski / Heidinger / Leible / J. Schmidt: Commentary on the law on limited liability companies (GmbH-G) . 3. Edition. tape 1 , p. Section 5a Rn. 3 .
  6. ^ "GmbH light" - Tax changes in detail, format.at.
  7. ^ Changes in Austrian GmbH law as of March 1, 2014, justiz.gv.at.