GmbHG
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DR. VON GÖLER LEGAL COMMENTARY
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Formation
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
Company & Shareholder
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(repealed)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(repealed)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(repealed)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
Management & Representation
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
Company agreement
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
§ 58c
Non-occurrence of assumed losses
§ 58d
Distribution of profits
§ 58e
Capital reduction resolution
§ 58f
Capital reduction with simultaneous increase in share capital
Section 59
(repealed)
Liquidation & Invalidity
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
Federal Shareholdings
Part 6: Special provisions applicable to companies in which Federation holds stake
§ 77a
Appointment to organs of companies in which Federation holds majority stake
Regulatory & Criminal Provisions
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
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Parts of the GmbHG
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
§ 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
§ 58c Non-occurrence of assumed losses
§ 58d Distribution of profits
§ 58e Capital reduction resolution
§ 58f Capital reduction with simultaneous increase in share capital
Section 59 (repealed)
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
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