- Part 1: Formation of the company
- § 1 Purpose; number of founders
- § 2 Form of articles of association
- Anlage 1 (zu § 2 Abs. 1a)
- Anlage 2 (zu § 2 Absatz 3)
- § 3 Content of articles of association
- § 4 Business name
- § 4a Registered office
- § 5 Share capital; share
- § 5a Entrepreneurial company
- § 6 Directors
- § 7 Registration of company
- § 8 Content of application for registration
- § 9 Over-valuation of contributions in kind
- § 9a Claims for compensation on part of company
- § 9b Waiver of claims for compensation
- § 9c Refusal to register company
- § 10 Content of entry
- § 11 Legal status prior to entry
- § 12 Company announcements
- Part 2: Legal relations of the company and its shareholders
- Section 17 (repealed)
- Section 32a (repealed)
- Section 32b (repealed)
- § 13 Legal person; commercial company
- § 14 Obligation to pay capital contribution
- § 15 Transfer of shares
- § 16 Legal status following change in shareholders or extent of participation; purchase from non-authorised persons
- § 18 Joint ownership of share
- § 19 Payment of capital contributions
- § 20 Default interest
- § 21 Forfeiture
- § 22 Liability of legal predecessors
- § 23 Auction of share
- § 24 Raising shortfalls
- § 25 Mandatory provisions
- § 26 Obligation to pay additional contributions
- § 27 Unlimited obligation to pay additional contributions
- § 28 Limited obligation to pay additional contributions
- § 29 Appropriation of earnings
- § 30 Capital maintenance
- § 31 Reimbursement of prohibited repayments
- § 32 Repayment of profit
- § 33 Purchase of own shares
- § 34 Collection of shares
- Part 3: Representation and management
- Section 41 Book-keeping
- § 35 Representation of company
- § 35a Required particulars in business letters
- § 36 Targets and deadlines in respect of equal participation of women and men
- § 37 Restrictions on power of representation
- § 38 Revocation of appointment
- § 39 Registration of directors
- § 40 List of shareholders, authorisation to issue statutory instruments
- § 42 Balance sheet
- § 42a Presentation of annual financial statements and management report
- § 43 Directors' liability
- § 43a Granting of credit from company assets
- § 44 Deputies to directors
- § 45 Rights of shareholders
- § 46 Duties of shareholders
- § 47 Voting
- § 48 Meeting of shareholders
- § 49 Convocation of meeting
- § 50 Minority rights
- § 51 Form of convocation
- § 51a Right to information and right of inspection
- § 51b Court decision on right to information and right of inspection
- § 52 Supervisory board
- Part 4: Amendments to the articles of association
- Section 57b (repealed)
- Section 59 (repealed)
- § 53 Form of amendment to articles of association
- § 54 Application for registration and entry of amendment to articles of association
- § 55 Increase in share capital
- § 55a Authorised capital
- § 56 Capital increase with contributions in kind
- § 56a Payments towards new share capital
- § 57 Application to register increase
- § 57a Refusal to make entry
- § 57c Capital increase from company funds
- § 57d Entry of capital reserves and retained earnings
- § 57e Taking last annual balance sheet as basis; audit
- § 57f Requirements of balance sheet
- § 57g Advance notice of annual financial statements
- § 57h Types of capital increase
- § 57i Registration and entry of resolution to increase share capital
- § 57j Allocation of shares
- § 57k Partial rights; exercise of rights
- § 57l Participation in increase in share capital
- § 57m Relation between rights; relationships to third parties
- § 57n Profit share of new shares
- § 57o Purchase costs
- § 58 Reduction in share capital
- § 58a Simplified capital reduction
- § 58b Amounts from release of reserves and capital reduction
- § 58c Non-occurrence of assumed losses
- § 58d Distribution of profits
- § 58e Capital reduction resolution
- § 58f Capital reduction with simultaneous increase in share capital
- Part 5: Dissolution and nullity of the company
- Section 63 (repealed)
- § 60 Grounds for winding up company
- § 61 Dissolution by court judgment
- § 62 Dissolution by administrative authority
- § 64 (repealed)
- Anhang: § 15b Insolvenzordnung (InsO) Zahlungen bei Zahlungsunfähigkeit und Überschuldung; Verjährung
- § 65 Registration and entry of dissolution
- § 66 Liquidators
- § 67 Registration of liquidators
- § 68 Signature of liquidators
- § 69 Legal relations of company and shareholders
- § 70 Duties of liquidators
- § 71 Opening balance; rights and duties
- § 72 Distribution of assets
- § 73 Twelve-month ban
- § 74 End of liquidation
- § 75 Proceedings for annulment
- § 76 Remedying of defects by resolution passed by shareholders
- § 77 Effect of annulment
- Part 6: Regulatory, criminal and administrative fines provisions
