Origin | Lukinski https://lukinski.com Tue, 01 Mar 2022 15:15:35 +0000 en-US hourly 1 https://wordpress.org/?v=6.8.5 One-person limited liability company – origins & special features https://lukinski.com/one-person-limited-liability-company-origins-special-features/ Mon, 08 Mar 2021 20:16:15 +0000 https://lukinski.de/one-person-limited-liability-company-origins-special-features/ 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:

  1. The company name and registered office,
  2. The object of the company,
  3. The amount of the share capital,
  4. 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

  1. No-person GmbH: inheritance, gift, termination
  2. Two-person GmbH: Founder Duo
  3. Limited liability company (GmbH)
  4. Special case: Real estate GmbH
  5. 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.

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.

]]> Limitation of liability for AG bodies (internal relationship) https://lukinski.com/limitation-of-liability-for-ag-bodies-internal-relationship/ Mon, 08 Mar 2021 15:24:26 +0000 https://lukinski.de/limitation-of-liability-for-ag-bodies-internal-relationship/ Limitation of liability for AG executive bodies – In the event of a loss, the stock corporation as a legal entity under private law is, to a certain extent, subject to a limitation of liability, because the liability – apart from a few rare exceptions – exclusively burdens the business assets of the company. In the external relationship, therefore, only the share capital is liable for any losses. In the internal relationship, on the other hand, the liability claim can vary depending on the executive body of the AG. Here you can find all legal forms and here you can go back to the overview AG.

Limitation of liability for AG bodies

In principle, it is possible to arrange for a limitation of the liability of an AG in the internal relationship. Such a limitation is, for example, the requirement of approval by shareholders, according to which particularly risky projects are to be supported and approved by the shareholders. This spreads the liability risk and relieves members of the management board plus members of the supervisory board.

Alternatively, agreements can be made regarding the limitation of claims. However, the protection of creditors must not be violated by law, which is why this form of limitation of liability does not offer comprehensive legal certainty. In all simplicity, however, it is also possible for shareholders to express a waiver of the liability of the supervisory board and management board in a shareholders’ resolution. However, such a resolution may not be adopted before the end of the third year after the liability claim has arisen.

Limitation of liability in the internal relationship of the AG:

  • Shareholder approval
  • Covenant
  • Waiver of liability by resolution

Liability of the Management Board – breaches of the duty of care

As the management body, the management board takes over the operational business and enjoys a great deal of freedom with regard to the management of the company. This requires a high degree of trust on the part of the other executive bodies, which is why the management board is subject to a duty of care as a basis for liability: After all, it works with the shareholders’ deposits and not with its own finances! Accordingly, the management board is liable for breaches of the duty of care imposed on it and for criminal offences. In the event of liability claims, the management board is held liable by the supervisory board.

Liability of the Supervisory Board – Breaches of Principle & Principle of Confidence

The supervisory board is also subject to a duty of care – more precisely: the principle of careful and orderly management – and must act in accordance with the principle of trust vis-à-vis the management board. It is liable to the stock corporation and its shareholders for damages caused by financial losses, but also to third parties insofar as they are affected by a culpable act on the part of the supervisory board.

Liability of shareholders – individual liability & pass-through liability

Each shareholder is individually liable to the extent of the shares he holds. Creditors can therefore in principle not encumber his private assets should the value of his contributions be insufficient. The only exception to this rule is the so-called “pass-through liability”, in which the strict separation between business and private assets can be waived under certain circumstances. An assessment in this regard must be determined by the respective competent court.

Establish a GmbH: Legal form and alternatives

  1. Limited liability company (GmbH)
  2. Special case: Real estate GmbH
  3. Legal forms: List

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.

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