GmbH Act (GmbHG)

The GmbH Act (GmbHG) forms the central legal foundation for the limited liability company in Germany, detailing every phase of its lifecycle. From formation with a notarized articles of association, a minimum share capital of 25,000 euros, and mandatory registration in the commercial register, to dissolution or liquidation – the GmbHG governs each stage. Core elements such as the appointment of managing directors, power of representation (§ 35 GmbHG), shareholders' meetings, profit distribution, capital protection, as well as capital increase or reduction ensure transparency and limited liability. Simultaneously, the law grants clear shareholder rights, such as rights to information and control, and establishes obligations like contribution or additional payment duties. As a lex specialis to the Commercial Code and Civil Code, the GmbHG specifies, among other things, director liability, disclosure obligations, and restructuring options. It is indispensable for founders, investors, tax advisors, and lawyers who wish to choose the appropriate legal form or manage an existing GmbH in compliance with the law. Furthermore, it serves as the basis for numerous commentaries, court decisions, and practical checklists that assist entrepreneurs with compliance, financing, transformation, and M&A transactions.