Gesellschaft mit beschränkter Haftung

GmbH (Gesellschaft mit beschrÃ¤nkter Haftung) â€

src: fkf-luebeck.de

A Gesellschaft mit beschrÃƒÆ'Ã‚Â¤nkter Haftung ( [g? 'Z? L? Aft m? Tb? 'Replication in the International Phonetic Alphabet (IPA) "> [ge: m: ha:]] [ge:? m: ha:] and also GesmbH in Austria) is a very common type of legal entity in Germany, Austria, Switzerland (where it is equivalent to sociÃƒÆ'Ã‚ Â© tÃƒÆ'Ã‚ Â© ÃƒÆ' responsabilitÃƒÆ' Ã‚ Â© limitÃƒÆ'Ã‚ Â© e ) and Liechtenstein. In the United States, the equivalent type of entity is a limited liability company (LLC). The form name GmbH emphasizes the fact that the owner ( Gesellschafter , also known as a member) of the entity is not personally liable for the debts of the company. GmbH is considered a legal person under German and Austrian law. Other variations include mbH (used when the terms Gesellschaft are part of the company's own name), and gGmbH ( gemeinnÃƒÆ'Ã‚Â¼tzige GmbH) for a non-profit company.

GmbH has become the most common form of corporation in Germany, because AG ( Aktiengesellschaft ), another large corporate form associated with stock companies, is much more complicated to form and operate to date.

Video Gesellschaft mit beschränkter Haftung

History

The law regulating this type of legal entity was adopted in Germany in 1892, and in Austria in 1906. The concept of limited liability established by this law inspires the formation of the law from the form of limited liability companies in other countries, although the concept is limited. the company's obligations already exist in the UK.

Maps Gesellschaft mit beschränkter Haftung

Formation requirements

It is widely accepted that GmbH is established in three stages: the founding association, considered a private partnership with the full responsibility of the founding partner/member; established company (often designated as "GmbH i.G.", with "i.G." standing for in GrÃƒÆ'Ã‚Â¼ndung - literally "at founding stage", meaning "pending registration"); and finally GmbH is fully registered. Only company registration in Commercial List ( Handelsregister ) gives full legal status to GmbH.

Establishment actions and articles of association must be notarized. UU GmbH outlines the minimum content of the articles of association, but it is very common to have additional rules in the article.

Under German law, GmbH must have a minimum established capital of EUR 25,000 (Ãƒ, Â§ 5 I GmbHG), from which EUR12,500 should be raised before applying on a commercial list (Ãƒ, Ã‚Â§ 7 II GmbHG). The Supervisory Board (Aufsichtsrat ) is required if the company has more than 500 employees, otherwise the company is only run by the managing director ( GeschÃƒÆ'Ã‚Â¤ftsfÃƒÆ'Ã‚Â¼hrer ) which has unlimited proxy for the company. Members acting collectively may limit the powers of the managing directors by giving them binding orders. In most cases, articles of the association include business activities in which directors must obtain prior approval from members. Under German law, breach of these duties by the managing director shall not affect the validity of the contract with a third party, but GmbH may require that the relevant managing director be liable for damages.

In 2008, a derivative called Unternehmergesellschaft (haftungsbeschrÃƒÆ'Ã‚Â¤nkt) (English: "entrepreneurship company (limited liability)") or short UG (haftungsbeschrÃƒÆ'Ã‚Â¤nkt) was introduced. It does not require the minimum founder's capital and was introduced to assist the company founders in setting up new companies. Also, the UG should annually capitalize at least 25% of its annual net income (with some adjustments), until a general minimum of EUR25,000 is reached (at which point the company can change its name to a more prestigious GmbH ). In this case, the word haftungsbeschrÃƒÆ'Ã‚Â¤nkt should not be abbreviated.

Since a legal entity with limited responsibility for donated capital was considered in the 19th century as a dangerous thing, German law has many restrictions that are unknown to the general legal system. A number of business transactions must be notarized, such as share transfer, issue issuance, and amendments to the articles of association. Many of these steps should be submitted to the corporate registry where they are checked by a special judge or other judicial officer. This can be an exhausting and time-consuming process, since in most cases the legally desired size only applies when it enters the registry. Since there is no central corporate registration in Germany but several hundred are connected to regional courts, the administration of law can be somewhat different between the German states. Since 2007 there has been a list of internet-based central companies for all of Germany, called Unternehmensregister .