When founding a company, the founders always have to decide on a legal form . A partnership or a corporation can be selected as the legal form. In addition to the stock corporation, the limited liability company (GmbH) is often chosen as a corporation . The decisive advantage of this legal form lies in the eponymous limited liability: Partners do not have to be liable with their private assets, as is usually the case with partnerships.
What is a GmbH?
According to GRADCHEM, the limited liability company is one of the merchants in the legal sense and must be entered in the commercial register . It is considered a legal person and as such can independently acquire rights and establish obligations. The legal form also enables a strict separation between entrepreneurial business and private assets. The shareholders of a GmbH are liable at most with their share of the company’s assets. In principle, this also applies in the event of bankruptcy.
The legal basis for the GmbH is the GmbH Act ( GmbHG ) . Partly as well as the provisions are the Law on public limited companies (AktG) application. In addition to the classic GmbH, there has also been a little sister since 2008 , the entrepreneurial company UG (limited liability).
What are the most important features of a GmbH?
In addition to the sole proprietorship and the civil law company, or GbR for short , the GmbH is one of the most popular legal forms in Germany . This popularity and this success are due to some of the features that a GmbH offers. The most important of these features at a glance.
- The GmbH is a trading company
- It is a legal person with its own legal personality
- The GmbH can be with a minimum capital of 25,000 euros found
- They can range from one or more persons are established
- The GmbH can be established for any legally permissible purpose
- A GmbH is only liable for its liabilities with the company’s assets
How do you set up a GmbH?
When founding a GmbH , a number of factors have to be considered. These include, in particular, the choice of company (company name) , the modalities of the articles of association and the determination of the share capital . An entrepreneur, on the other hand, does not need a partner, the GmbH may also be founded and run as a one-person company . The following graphic shows that the GmbH holds the title of the most popular legal form in Germany.
Find the right company name
The company is the trade name of a businessman (§ 17 HGB) . The shareholders of a corporation are very free to determine the company name. It can be the name of one or more shareholders (e.g. Lisa Müller GmbH), a fantasy name (Daisy Duck GmbH) or a motto (The late worm escapes the early bird GmbH). Two aspects are particularly important : On the one hand, the chosen name must be supplemented by the legal form and, furthermore, there must be no confusion or trademark infringements. Daisy Duck GmbH would therefore soon receive a call from the lawyers at Walt Disney Corporation. And whoever is called Müller, Meier or Schulz should better check twice whether, especially in his city, a company with a similar company does not already exist. Whether a name (for a certain class of goods or services) is already legally protected can be researched free of charge in the databases of the German Patent and Trademark Office .
It all sounds pretty simple and it seems that you can let your imagination run wild. But it’s not that easy. So how do you find the right company name?
- Your activity or service should always match the company name .
- It should have a certain recognizability and not already be taken. Before you decide on a company name, you need to check this carefully.
- Others should be able to pronounce it easily and remember it easily.
- Try to find a company name that will stay in the memory for a long time , for example through pictorial names.
- You have to avoid that the company name contains no ambiguity . In addition, it must have a positive effect and not be negatively burdened.
- You should also check whether your business name is worthy of protection at all . There are a few examples where this is not the case.
- If you have found a suitable and not yet assigned company name, you can claim it for yourself by making an entry in the commercial register . The same applies to a registration in the handicrafts register or a partnership register.
If you are not sure how to proceed with the use of the company name, you can always inquire at the chamber responsible for your company.