GmbH Dictionary Definitions Part VII

What does the duty of care mean?

The duty of care according to § 43 Abs. 1 GmbHG states that a managing director must show the care of “ a prudent businessman ”. If the managing director violates this duty of care, he must be liable to the company for the damage incurred.

Organs of the GmbH

A GmbH consists of three bodies:

Managing Director:

The GmbH must have at least one managing director who manages the company’s business and represents it externally. The managing director can, but does not have to be, the partner.

Shareholders’ meeting:

At the one-person GmbH, this only consists of one partner, who is usually also the managing director. The tasks include adopting the annual financial statements and deciding on their use.

Supervisory Board:

This supervises the management, but has to be established first if there are more than 500 employees.

Buying or selling a GmbH – is that possible?

According to SPORTINGOLOGY, a GmbH can also be bought or sold. From a legal point of view, however, only the subscribed shares in the company’s capital are transferred from one person to another. This transfer must be certified by a notary.

FAQ – Frequently asked questions on this topic

Who does the GmbH belong to?

The GmbH belongs to the shareholders. It does not matter how high their share of the share capital is.

When should I set up a GmbH?

Establishing a GmbH offers several important advantages. Starting with the exclusion of personal liability over one’s own legal personality to the fact that one can save taxes with the establishment of a GmbH . In addition, a GmbH enjoys a high reputation and can easily be sold again later.

How long does it take to found a GmbH?

The total time for the establishment of a GmbH takes about four weeks with thorough planning.

Who can be the managing director of a GmbH?

According to Section 6 (2) GmbHG, only a natural person with unlimited legal capacity can be considered as a managing director of a GmbH. A managing director must be of legal age.

Can a GmbH be a partner in a GmbH?

A legal person is not a single person. This means that a GmbH as a whole can also act as a partner in a GmbH.

Can only one person set up a GmbH?

A single person can also set up a GmbH. After the payment of the share capital and the entry in the commercial register, this one-person GmbH is considered to have been founded.

How does a GmbH publish its balance sheet?

The balance sheet of a GmbH must show its annual financial statements no later than 31.12. Submit it to the electronic Federal Gazette for publication.

Am I self-employed as a partner in a GmbH?

A GmbH partner is only independent if he is also a managing director and owns at least half of the share capital.

What is the difference between managing director and partner?

A partner owns shares in a company, for example a GmbH. With his shares he participates in the profit of this. In most cases, the partner stays out for business reasons. The GmbH needs the managing director to represent the company to the outside world. He does not necessarily have to hold shares in the GmbH. But there is also the managing partner.

Who can be a silent partner?

In principle, anyone can become a silent partner. However, he must be able to provide money to a society. Minimum deposits are not required.

When does a GmbH legally arise?

With the entry in the commercial register, a GmbH is created as a legal person.

Why does the articles of association of a GmbH have to be notarized?

A partnership agreement is only valid with a notarial certification.


The GmbH, the company with limited liability, is the second most common form of company after the AG. A GmbH enjoys a high reputation and has to fulfill simple company formalities compared to an AG. As a rule, the GmbH is very suitable for small and medium-sized companies. In addition, the GmbH offers a certain amount of protection because shareholders cannot so easily engage in competing companies.

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