Free online legal commentary on the German limited liability company law

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+ Part 1: Formation of the company
  § 1 Purpose; number of founders
  § 2 Form of articles of association
  § 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
  § 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
  Section 17 (repealed)
  § 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
  Section 32a (repealed)
  Section 32b (repealed)
  § 33 Purchase of own shares
  § 34 Collection of shares
+ Part 3: Representation and management
  § 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
  Section 41 Book-keeping
  § 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
  § 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
  Section 57b (repealed)
  § 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
+ Part 5: Dissolution and nullity of the company
  § 60 Grounds for winding up company
  § 61 Dissolution by court judgment
  § 62 Dissolution by administrative authority
  Section 63 (repealed)
  § 64 (repealed)
  Annex: § 15b Payments in event of insolvency and overindebtedness; period of limitation
  § 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: Special provisions applicable to companies in which Federation holds stake
  § 77a Appointment to organs of companies in which Federation holds majority stake
+ Part 7: Regulatory, criminal and regulatory fines provisions
  § 78 Persons obligated to effect registration
  § 79 Penalty payments
  Section 80 (repealed)
  Section 81 (repealed)
  § 82 False representation
  Section 83 (repealed)
  § 84 Breach of duty to give notification of losses
  § 85 Breach of confidentiality
  § 86 Breach of duties in respect of statutory audits
  § 87 Regulatory fines provisions
  § 88 Notifications to audit oversight body
Latest Commentaries
§ 1
Purpose; number of founders
Dr. Alexander Jüchser - 06.05.2026 New
§ 1
Purpose; number of founders
Dr. Alexander Jüchser - 06.05.2026 New
§ 1
Purpose; number of founders
Dr. Alexander Jüchser - 06.05.2026 New
§ 1
Purpose; number of founders
Dr. Alexander Jüchser - 06.05.2026 New
§ 31
Reimbursement of prohibited repayments
Lennart Matzke - 06.03.2026 New
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About this GmbHG Commentary

The online GmbHG commentary provides academically sound commentary on the GmbHG (GmbHG). Our experienced authors - legal professionals with extensive practical expertise, including lawyers and professors - deliver up-to-date and practice-oriented explanations of the provisions of the GmbHG.

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