Departure | Lukinski

One-person limited liability company – origins & special features

Laura — Mon, 08 Mar 2021 20:16:15 +0000

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 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.

One-person limited liability company: corporation for 1 person

The formation of a limited liability company requires at least one person. One-person companies tend to be the exception, but from a purely legal point of view, mono-corporate one-person companies are certainly permissible in the case of the GmbH as well as the Aktiengesellschaft (AG). In the case of a limited liability company, the term “one-person GmbH” – alternatively also “one-man GmbH” or “Einmann-GmbH” – is often used.

Other GmbH models with special features:

Emergence of solo founders – self-decision, exit & e. K.

The one-person GmbH can come into being in three ways: Either you consciously decide to become a solo founder, or you were originally in a two-person GmbH or multi-person GmbH and have been reduced to a one-person company by the withdrawal of the other shareholder(s). Alternatively, you are a registered trader and have the necessary share capital to change your legal form to a one-person GmbH.

Tip: If you basically do not want to manage your GmbH alone and divide the capital burden among several heads, but still want to decide alone on the structure and wording of the articles of association, you can form a one-man GmbH in the first step and take on any number of additional shareholders in the second step. The decisions you make in the pre-incorporation phase then automatically apply to the new shareholders as well.

Special features of the one-person GmbH: § 181 BGB and § 3 GmbHG

With a one-man limited liability company, you are automatically the sole shareholder and take the position of managing director. You also participate in the shareholders’ meetings in a so-called personal union. Apart from that, the same rules and laws apply to you as to companies with several shareholders. This also means that you must form all the corporate bodies prescribed for a GmbH – for example, the supervisory board. For this reason, it is particularly important that as sole managing director of a single-member company, you exempt yourself from the single standard “insichgeschäft” (section 181, see above) laid down in the German Civil Code.

In the case of a one-person GmbH, the shareholders’ agreement does not have to be notarised prior to registration in the commercial register and is therefore usually quite short, taking into account the minimum content required by the Limited Liability Companies Act (GmbHG). However, you need a non-receivable unilateral declaration of intent to complete your registration, and this in turn must be certified by a notary.

Excerpt from the law – § 3 GmbHG:

(1) The memorandum and articles of association shall contain:

The company name and registered office,
The object of the company,
The amount of the share capital,
The number and nominal amounts of the shares that each shareholder takes over in return for a contribution to the share capital (nominal contribution).

(2) If the company is to be limited for a certain period of time or if other obligations towards the company are to be imposed on the shareholders in addition to the payment of capital contributions, these provisions must also be included in the company statutes.

Establish a GmbH: Legal form and alternatives

No-person GmbH: inheritance, gift, termination
Two-person GmbH: Founder Duo
Limited liability company (GmbH)
Special case: Real estate GmbH
Legal forms: List

No-person GmbH: inheritance, gift, termination

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 each case, there are specifics that you should be aware of as they deviate from the norm of the traditional limited liability company.

No-Person-GmbH

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.

Two-person 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).

Limited liability company (GmbH)

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.

Real estate company

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.

Legal forms: List

Two-person limited liability company – formation, equality & protection

Laura — Mon, 08 Mar 2021 15:39:34 +0000

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 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.

Two-person limited liability company – corporation for 2 persons

If two shareholders jointly establish a GmbH with a 50:50 shareholding, they form an equal entrepreneurial partnership, a so-called two-person GmbH – more rarely also called a two-man GmbH or two-man GmbH. In this case no partner can act against the will of the other, since both opinions are weighted to 50 per cent in each case. This results in some legal peculiarities. In practice, such a partnership-based equality often only works as long as both shareholders are of a similar opinion or one can be convinced by the arguments of the other.

Other GmbH models with special features:

Emergence of founding duos – competencies, qualifications, succession & co.

In the case of a two-person GmbH, both partners each hold 50 percent of the GmbH shares, each possess 50 percent of the voting rights and each may claim 50 percent of the distributed profits of their company. Such an arrangement is particularly suitable if the two partners complement each other in terms of their competences, as is the case, for example, with a partnership between a person with a commercial education and a technically qualified person – an IT specialist, engineer, technician…. – is the case.

In another scenario, the sole shareholder of a one-person GmbH may decide to bring another person with complementary qualifications into the company. This occurs in particular when training an external successor or transferring the business to one’s own children.

Equality & protection: self-contraction, individual liability & joint representation

Equal status of the two partners of a two-man GmbH means that they have equal status with each other in legal, tax and social security terms. In addition, in many cases the entrepreneurial partners agree on an individual power of representation in the external relationship of the GmbH and often also on an exemption from the prohibition of self-contracting. As with the sole shareholder of a single-member company, they are otherwise prohibited by the German Civil Code, section 181, from concluding contracts with themselves as natural persons. Accordingly, if the GmbH uses a property, it may only lease it to one of the shareholders if he is expressly authorised to engage in self-dealing.

Excerpt from the law -$ 181 BGB:

A representative may not, unless otherwise permitted, enter into a legal transaction in the name of the represented person with himself in his own name or as the representative of a third party, unless the legal transaction consists exclusively in the fulfilment of a liability.

In order to avoid that your co-partner alone makes decisions with which you do not agree at all and for which you also do not want to be liable, it is also advisable to stipulate an individual liability in the partnership agreement if one of you acts without agreement. In this way, despite equality and equal participation, each shareholder bears the risk for solo decisions made by him. Alternatively, the freedom to make decisions can also be regulated by an agreement on joint representation, which of course must also be legally binding in the shareholders’ agreement, or a neutral, capable person is appointed as an external advisor.

Establish a GmbH: Legal form and alternatives

No-person GmbH: inheritance, gift, termination
One-person GmbH: Solo founder
Limited liability company (GmbH)
Special case: Real estate GmbH
Legal forms: List

No-person GmbH: inheritance, gift, termination

No-Person-GmbH

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.

One-person limited liability company

Limited liability company (GmbH)

Limited liability company (GmbH)

Special case: Real estate GmbH

Real estate company

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: List

Annual General Meeting – decision-making body of a stock corporation (AG)

Laura — Mon, 08 Mar 2021 12:28:24 +0000

Annual General Meeting – A stock corporation consists of several bodies. The management board deals with the day-to-day business and other matters of the company and represents the stock corporation externally. The supervisory board is a legally prescribed self-controlling body that appoints and monitors the individual members of the management board and, in case of doubt, also removes them. Furthermore, it is responsible for the written reporting of the annual financial statements as well as for annual reports. The general meeting acts as the decision-making body of the stock corporation. Here you can find all legal forms and here you can go back to the overview AG.

Annual General Meeting – The decision-making body

The Annual General Meeting acts as the decision-making body of a stock corporation. It represents the legislative body of the company and is intended to relieve the members of the supervisory board and the management board of their duties. The general meeting consists of the shareholders of an AG and is usually convened once a year.

More on the other bodies of a public limited company:

Duties of the Annual General Meeting – Auditor, appropriation of profits & Co.

It decides which shareholders are appointed to the supervisory board and also elects the auditor(s) for the annual financial statements. The general meeting is the only body of an AG that may decide on the appropriation of the balance sheet profit and can be influenced by proposals from the members of the management board and the supervisory board. Another important task of the general meeting: It passes resolutions on essential issues – for example, with regard to capital increases or reductions, possible mergers or dissolutions, sales, takeovers or acquisitions…. insofar as these result in an amendment to the Articles of Association.

Overview of the tasks of the Annual General Meeting:

Discharge of the Management Board & the Supervisory Board
Election of the Supervisory Board members representing the shareholders
Election of the auditor
Decision on the appropriation of profits
Decisions on matters concerning amendments to the Articles of Association

The members of the general meeting are automatically provided with participation in the formation process of the stock corporation. In contrast to the management board and supervisory board, they are not bound to fixed terms of office, but are allowed to hold office until they leave the company. Each shareholder receives votes in proportion to his profit shares. The shareholder is granted one vote per share.

AG: foundation, legal form, special case real estate

Stock corporation (AG)
Real estate stock corporation (REIT-AG)
Real estate company

Stock corporation (AG): Formation, liability, legal form & Co.

Aktiengesellschaft (AG) – The stock corporation is a German legal form founded by at least one person and organized by different bodies. Instead of a managing director, the company is managed by a board of directors consisting of at least one person. As the name already indicates, this legal form of a company primarily stands for stock trading. You would like to start a company alone or together with other people and learn more about company law forms in advance? Then you’ve come to the right place!

Stock corporation (AG)

Real estate stock corporation (REIT-AG)

Real estate stock corporation / REIT-AG – You don’t find the idea of a stock corporation bad at all and are now wondering how you can combine your capital company with the real estate industry? A real estate company is a company that serves the financing, development, realization, leasing, or marketing of real estate – starting with a single property up to a real estate portfolio in the three or multi-digit range. The management of real estate property or third-party real estate on behalf of third parties can also be handled by a real estate company.

Real estate stock corporation (REIT-AG)

Real Estate GmbH & Asset Management GmbH

Alternative – In this article you will learn the basics about real estate companies. Briefly explained, a real estate company is a company that has the purpose of leasing, developing, financing, realizing and/or marketing. It doesn’t matter if it is one or more properties. The management of residential and commercial real estate – in its own interest or as a service offered to third parties – is also a popular focus for real estate companies and asset management GmbHs. Find out more about the main advantages and disadvantages of buying real estate and the expected costs.

Real estate company