Dictionary and Journal

GmbH Dictionary Definitions Part III

Admittedly, establishing a company and registering it in the commercial register requires a lot of time and precise preparation. Who would not like to be helped at this point? Often there is also a lack of knowledge of how to proceed with the registration. However, it is important to be careful, especially in connection with the entry in the commercial register. It happens again and again that founders have dubious mail in their mailboxes. These are strange offers to have the commercial register registration in a database. These databases are, for example, an address directory or a company register. At first glance, these letters give the impression of a cost accounting decision. A transfer form is attached to this letter. Most founders are affected, whose entry in the commercial register has been published on the public portal. However, this is by no means a cost calculation that is related to your entry in the commercial register. It is quite simply an attempt at fraud , which the Federal Ministry of Justice and Consumer Protection is also urgently warning against.

When is the GmbH considered to be founded?

When it is entered in the commercial register , a GmbH is deemed to have been established. Only from this moment does the limitation of liability apply to your GmbH. After the entry, the GmbH is legally recognized as a legal person .

What does it cost to found a GmbH?

On the one hand, the shareholders must raise the share capital, i.e. at least 25,000 euros in the case of a GmbH and at least one euro, in some jurisdictions even up to 500 euros , for a UG (limited liability).

In addition, there are costs for the notary and the registry court, which are determined by several factors, in particular the amount of share capital, the number of shareholders and the number of managing directors. For a one-person GmbH , the notary and court costs amount to around 500 euros . A UG can be set up by up to three people for the same price using the sample protocol, provided that only one of them is to be registered as managing director.

With a share capital of 25,000 euros, several shareholders and at least two managing directors , fees of around 1,000 euros must be expected. In addition, there may be the costs for legal advice on drawing up the articles of association.

Management of the GmbH

According to GRADPHYSICS, one of the most important organs of the GmbH is the managing director (s). The requirements that these must meet are regulated by Section 6 GmbHG .

Duties of the managing director

Since the GmbH is a so-called legal person, it acts as a businessman itself in business dealings. Contracts are concluded by the company, the GmbH pays taxes and owns assets. In order to carry out these tasks, the GmbH needs a flesh-and-blood managing director who legally represents the company externally .

Who can be the managing director?

The founder (s) can either become managing directors themselves or employ a competent external managing director. Only a natural person with unlimited legal capacity can be appointed as managing director.

Liability in the GmbH

The limited liability company is usually only liable to creditors with its corporate assets . If the managing director violates the due diligence of a prudent businessman, he must compensate the GmbH for the damage incurred. In this case, he is liable with his personal assets. In contrast to partnerships , the partners are not liable with their private assets . However, there are a number of exceptions, such as personal loans and guarantees, or violations of the rules on raising capital. Anyone who becomes the managing director of a limited liability company should be aware of the liability risks To know.

Possible problems with funding

Since the company is only liable up to the amount of the deposit, founders who opt for the GmbHG as a company form often have problems with financing. Because banks grant society as a legal entity only limited loans . In practice, the shareholders make additional contributions to finance investments . If you finance these loans, the partners are often personally liable to their bank for these deposits.

Entry of the limitation of liability

Founders must absolutely note that the liability privilege does not apply until the company has been entered in the commercial register. This can take up to six months in some judicial districts, and two to three months is common almost everywhere. Up to this point in time, the company of a GmbH must be supplemented by the addition ” in formation” . In an emergency, adhere shareholders at this stage with their personal assets for the liabilities of the company. Entrepreneurs who want or need to take significant risks at this early stage should consider buying a shelf company. Shelf companies are set up by specialized service providers for the sole purpose of reselling them. These companies have already been entered in the commercial register and are thus already privileged to be liable, even if they have not yet developed any economic activities. In addition, these companies often also have a tax number and a bank account. The entire start-up process can be shortened considerably.

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