Gründungsbericht

A Gründungsbericht is a central document in the formation of a public limited company (AG) and is prepared by the future board of directors in accordance with § 32 AktG. This internal report provides a detailed description of the formation process, the cash and non-cash contributions made, the valuation of contributed assets, and the costs of establishing the company. Although the Gründungsbericht is part of the founding documents of a public limited company, unlike the founding protocol, it is not filed in the commercial register and remains invisible to external parties. Searches such as 'Gründungsbericht commercial register' or 'Gründungsbericht notary' often reveal that only the notarized founding protocol is filed. In the formation of a limited liability company (GmbH), there is no legally required Gründungsbericht; instead, a documentation of the non-cash contribution review is often prepared in practice to ensure transparency with shareholders. For founders, lawyers, and notaries, the Gründungsbericht is nevertheless an important tool to demonstrate the legality of the company formation, particularly the appropriateness of non-cash contributions, to the supervisory board and shareholders. Careful preparation can reduce future liability risks and facilitate the swift registration of the public limited company in the commercial register.