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Germany: the uncompleted reform of the law for limited liability companies (GmbH)

Author: Jérôme WERNER

Type: Article

ref: 22009149-158

N0:2 of 2009

Pages: 149-158

With the enactment of a piece of legislation called MoMiG law, dated October 28th, 2008, the German legislator has significantly reformed the law governing the GmbH (“Gesellschaft mit beschränkter Haftung”), a corporate form to which German lawyers are particularly attached. This reform has not been as far reaching as envisaged since the major reform involving a reduction of the minimum share capital of the GmbH from €25,000 to €10,000 has been set aside.
On the other hand, a variant version of the GmbH, with an initial share capital which can be as low as €1, has been created, with the condition, however, that a minimum share capital of €25,000 be progressively reached with the first profits of the company.
The German legislator has left untouched the very cornerstone of German corporate law, by maintaining the requirement for a high minimum share capital. The German legislator also takes the opportunity of this legislative reform to introduce other measures notably aimed at simplifying the administrative proceedings regarding GmbHs on the one hand, and fighting against certain malpractices on the other.