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Gesellschaft mit beschränkter Haftung (German:[ɡəˈzɛlʃaftmɪtbəˌʃʁɛŋktɐˈhaftʊŋ];lit. 'company with limited liability')[a] is a type oflegal entity in German-speaking countries. It is equivalent to asociété à responsabilité limitée (Sàrl) in the French-speaking part of Switzerland and to aSocietà a Garanzia Limitata (Sagl) in the Italian-speaking part.
It is an entity broadly equivalent to theprivate limited company in the United Kingdom and manyCommonwealth countries, and thelimited liability company (LLC) in the United States. The name of the GmbH form emphasizes that the owners (Gesellschafter, also known as members) of the entity are not personally liable for the company's debts.[1][2] GmbHs are consideredlegal persons under German, Swiss and Austrian law. Other variations includembH (used when the termGesellschaft is part of the company name itself), andgGmbH (gemeinnützige GmbH) fornon-profit companies.
The GmbH has become the most common corporation form in Germany because the AG (Aktiengesellschaft), the other major company form corresponding to a stock corporation, was much more complicated to form and operate until recently.[when?][3][4]
A GmbH is formed in three stages: the founding association, which is regarded as a private partnership with full liability of the founding partners/members; the founded company (often styled as "GmbH i.G.", with "i.G." standing forin Gründung – literally "in the founding stages", with the meaning of "registration pending"); and finally the fully registered GmbH. Only the registration of the company in the Commercial Register (Handelsregister) provides the GmbH with its full legal status.[citation needed]
The founding act and the articles of association have to benotarized, as do a number of business transactions, such as transfer of shares, issuing of stock, and amendments to the articles of association. Many of those documents have to be filed with the company registry, where they are checked by special judges or other judicial officers. This can be a tiresome and time-consuming process, as in most cases the transactions are legally valid only when filed with the registry. The founding process is expensive. Normally the foundation of a new GmbH costs about €1000 to €3000.[5] The GmbH law outlines the minimum content of the articles of association, but it is quite common to have a wide range of additional rules in the articles.[citation needed]
Under German law, the GmbH must have a minimum founding capital of €25,000 (§ 5 I GmbHG), of which €12,500 has to be raised before registering in the commercial register (§ 7 II GmbHG).[6] A supervisory board (Aufsichtsrat) is required if the company has more than 500 employees; otherwise, the company is run only by the managing directors (Geschäftsführer) who have the unrestricted proxy for the company. The members acting collectively may restrict the powers of the managing directors by giving them binding orders. In most cases, the articles of the association list the business activities for which the directors obtain prior consent from the members. Under German law, a violation of these duties by a managing director will not invalidate a contract with a third party, but the GmbH may hold the managing director in question liable for damages.[citation needed]
Germany, Austria, Switzerland, and Liechtenstein have different national requirements as follows:[citation needed]
| Differences | Germany | Austria | Switzerland | Liechtenstein |
|---|---|---|---|---|
| Minimumshare capital | €25,000[6] | €35,000 | CHF 20,000 | CHF 10,000 |
| Mandatorysupervisory board | 500 employees | 300 employees | ||
The concept of acompany with limited liability existed in the United Kingdom before it did in German-speaking countries. In 1892, the laws governing the GmbH were adopted in Germany, and in Austria in 1906.[7] During the 19th century, a legal entity with liability limited to the contributed capital was regarded as something dangerous. Hence, German law has many restrictions unknown tocommon law systems.[5]
Because there is no central company registry in Germany but rather several hundred connected to regional courts, administration of the law can vary somewhat betweenGerman states. Since 2007, there has been an internet-based central company register for Germany, called theUnternehmensregister.[8]
In 2008, a derived form calledUnternehmergesellschaft (haftungsbeschränkt) (lit. 'entrepreneurial company (limited liability)'), or in shortUG (haftungsbeschränkt), was introduced. It requires a minimum founding capital of €1 and was introduced to assist company founders in setting up a new company. The UG must enlarge its capital by at least 25% of its annual net profit (with some adjustments), until the general minimum of €25,000 is reached (at which point the company may change its name to the more prestigiousGmbH).
Agemeinnützige Gesellschaft mit beschränkter Haftung (gGmbH) is a special form of a limited liability company with a charitable purpose. Traditional foundations and gGmbHs in Germany do not have minimum annual giving requirements. They are required to spend any profits by the end of the fiscal year in which they were accrued, but are allowed to build capital reserves totaling 10 percent of annual donations or 33 percent of dividends received.[9]
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