No-Person GmbH – The model for a GmbH without shareholders! By appointing new shareholders or leaving existing shareholders, the limited company model you choose can easily change. Whether it’s a one-person company, a two-person limited company or even a company that operates without shareholders at all…. In either case, there are specifics you should be aware of as they deviate from the norm of the traditional limited company. Here you can find all legal forms and here, you can go back to the overview GmbH.
The Kein-Personen-GmbH – or Kein-Mann-GmbH or Keinmann-GmbH – is a curiosity among German forms of corporate law, because it represents a GmbH that has no shareholders. In the Austrian version of the GmbHG, the acquisition as well as the pledge of own shares by the company is expressly prohibited in section 81 and declared ineffective. In Germany, on the other hand, there is no such restriction, which is why a GmbH there is granted the right, as a legal entity, to acquire its own shares without restriction. Thus, the acquisition of 100 percent of the business shares is also possible.
Causes for a no-man GmbH: inheritance, donation, termination & Co.
But how can there be a GmbH without shareholders? There may be different reasons for all GmbH shares to be owned by the GmbH itself: The GmbH can be registered as heir to the business shares and thus actually be left without a single shareholder in the event of inheritance – in the case of a one-person company or two-person GmbH, such a scenario is easy to imagine. Alternatively, the GmbH can also be given business shares by its shareholders or no shareholders remain in the GmbH on the basis of a caducation – i.e. the forced exclusion of shareholders who are not willing or able to pay and who have defaulted on their capital contribution in accordance with the articles of association.
Further reasons are, for example, the sale of shares to the GmbH; the abandonment – i.e. the relinquishment – of shares by the shareholder(s) in favour of a consideration, usually the release or discharge from existing (payment) obligations; or also the withdrawal of shareholders through ordinary termination.
Possible causes of the emergence of a no-person limited liability company:
- Purchase/sale of shares
Establish a GmbH: Legal form and alternatives
- One-person GmbH: Solo founder
- Two-person GmbH: Founder Duo
- Limited liability company (GmbH)
- Special case: Real estate GmbH
- Legal forms: List
One-person GmbH: Solo founder
One-person GmbH – The GmbH model for solo founders! By appointing new shareholders or leaving existing shareholders, the GmbH model you choose can easily change. Whether it’s a one-person company, a two-person limited company or even a company that operates without any shareholders at all…. In each case, there are special features that you should be aware of, as they deviate from the norm of the conventional limited liability company.
Two-person GmbH: Founder Duo
Two-person GmbH – The GmbH model for founding duos! By appointing new shareholders or leaving existing shareholders, the GmbH model you choose can easily change. Whether it is a one-person company, a two-person GmbH or even a company that operates without any shareholders at all… In each case, there are specifics you should be aware of as they deviate from the norm of the traditional limited liability company.
Limited liability company (GmbH)
Limited Liability Company (Gesellschaft mit beschränkter Haftung, GmbH) – The limited liability company is a German legal form that is founded by at least one person and managed by at least one shareholder. As the name already indicates, this corporate legal form is characterized by a limitation of liability for its shareholder(s).
Special case: Real estate GmbH
Immobilien GmbH / Vermögensverwaltende GmbH / Immobiliengesellschaft – In this article you will learn the basics about real estate companies. Who would think of founding a limited liability company when buying a house or a condominium? Admittedly, this makes no sense for owner-occupation, but it does for renting.
Here you will find all the legal forms that can be chosen as a founder in Germany and a guide with a checklist:
Legal forms: List
Legal forms – What types of company are there? If you want to start your first company, then choosing the ideal legal form is one of the first steps in the process of setting up a company. Whether it’s a special real estate company or a start-up, I’ve summarized all the types of companies in Germany for you here.