GmbH Dictionary Definitions Part II

What is the company name actually?

The company name is a figurehead for every company. It is important to know, however, that you have to enter the company name in the commercial register. This is not the case with the business name. In § 17 HGB, it is described that the company of a businessman is the name under which he also carries out his business activity and he also provides his signature for it. In addition, this paragraph also describes that he can both sue and be sued under the company name. You may only use this company name if you have chosen the necessary legal form. If the requirements are met, it is also possible for you to have your company name legally protected. So that you don’t get into trouble with the company name later, you have to consider a few things when choosing it.

Draw up a social contract

According to GRADINMATH, the minimum requirements to the articles of association of a GmbH, which is also known as statutes, regulates § 3 GmbHG . Accordingly, the statutes must at least specify the following points:

  • the company name and seat of the company,
  • the object of the company ( corporate purpose ),
  • the amount of share capital and
  • the number and nominal amounts of the shares that each partner takes over against a contribution to the share capital (share capital)

In addition, the shareholders can regulate almost all other aspects that affect the company according to their own wishes in the articles of association. The distribution of profits, the management, blocking minorities and the modalities of the shareholders’ meeting are usually of particular importance.

For the entrepreneurial company (limited liability) there is a legally prescribed model partnership agreement , the so-called model protocol, which can be used but can also be replaced by individual articles of association.

The articles of association of a GmbH and a UG must be certified by a notary.

Define share capital

The main capital of a GmbH is required by law and amounts to at least 25,000 euros in accordance with Section 5 (1) GmbHG . This limit value may not be below, but may be exceeded at will. The initial capital can be applied bar, but it is also a kind, for example, a property, a machine or vehicle, allowed, provided that, in the context of the social contract under consideration of the requirements according to § 5. 4 GmbHG has been determined as .

In addition to the classic GmbH, there is also the possibility of establishing a UG (limited liability). For this company, which is often referred to as a ” mini GmbH ” , the GmbHG does not prescribe any specific minimum capital. In theory, one euro is sufficient here. However, there are registry courts that refuse entry if the share capital is less than 500 euros , since the establishment of the company and the entry in the commercial register are associated with costs and companies without corresponding share capital are therefore already on the balance sheet at the time of entry, at least formally are over-indebted.

Entry in the commercial register

Notarial certification is required for the articles of association or the sample protocol. The notary forwards the contract to the commercial register. Contributions in kind such as automobiles, computers or machines must be made before the company is registered. The following documents are required to register the GmbH:

  • Model protocol or articles of association
  • Legitimation of the managing directors if they are not yet named in the articles of association
  • Signed list with first and last name , date of birth and place of residence of the shareholders as well as with the respective capital contribution of the shareholders
  • if contributions in kind have been made, contracts and a report on the formation of funds in kind.

In the registration it must be assured that the minimum amounts have been paid and that there are no criminal measures against the managing directors. In addition, the registration must be signed by all managing directors. The signatures must also be certified by the notary.

When registering for entry in the commercial register, the following content must be available.

  • Company Name
  • Seat of the GmbH
  • Business address in Germany
  • Surname, first name, date of birth and place of residence of all managing directors
  • Representation regulations for the managing directors
  • Managing directors must provide evidence that there are no legal obstacles to appointment
  • Instruction of managing directors about the unrestricted obligation to provide information

What does an entry in the commercial register cost?

For the entry in the commercial register you have to reckon with the following costs.

Cost factor Amount of costs
Registration in the commercial register by a notary. 62.50 euros
Fees for entry in the commercial register at the local court (without contribution in kind) 150 euros
Fees for entry in the commercial register at the district court (with contribution in kind) 250 euro

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