Author(s): Dr Alexander Schröder-Frerkes and Dr Armin Göhring
Publication date: May 2020
With over one million entities, by far the most common and, thus, the most important legal company form used in Germany is the limited liability company (the GmbH). The GmbH has a number of advantages: it limits shareholder liability; it can be adapted to the specific needs of shareholders and their business model; and it provides a platform for small businesses as well as for holding companies for international groups and not-for-profit organisations. Given its ample scope, and the fact that it can be very easily established and requires minimal administrative effort, the GmbH is also the most frequent legal form used by foreign investors in Germany.
Against this backdrop, The Limited Liability Company under German Law, published in association with German Law Publishers, explores the most relevant legal issues and topics for investors seeking to establish or acquire a GmbH in Germany and is aimed at investors with a legal background as well as those without. In addition to providing an overview of the requirements of the formation process, this comprehensive edition demonstrates the GmbH’s inherent flexibility as well as helping legal practitioners (based in Germany and elsewhere) decide on whether a GmbH is most suitable for their needs.
Key topics covered include:
- Establishing a new GmbH
- Shareholder rights, obligations and liabilities
- Shareholder meetings
- The appointment, rights, obligations and liabilities of managing directors
- Share capital
- Changes in shareholding
- Financial statements and distribution of profits
- Company transformations
- Supervisory boards
- Taxation issues
- Liquidation and insolvency