Description of GmbH

Minimum CapitalEURO 25.000,00
Name of CompanyAny name could be chosen. Compulsory is to add the abbreviation "GmbH".
SeatLocation of administration
Purpose of the GmbHAny legal purpose. Some purposes need the prior approval of the authorities.
Legal ExistenceWith its registration with the Commercial Register.
Further compulsory registrationThe business has to be registered.
LiabilityThe company is only liable for its obligations with its own capital. After the registration of the GmbH with the Commercial Register, there is basically no liability of the shareholders.
Number of shareholders One (minimum)
Date of PaymentThe minimum payment of EURO 12.500,00 must be at the free, full and final disposition of the managing directors ("Geschäftsführer") when the application for registration of the GmbH is filed with the Commercial Register.
Managing Director

As many as necessary, but at least one, does not need any German work permit or German residence or nationality, must sign personally the filing documents for the Chamber of Commerce.

He is appointed by shareholders' resolution and has to be, just for declarative purposes, registered in the Commercial Register. Registration has no consequences for the validity of the appointment.

Power of Representation of the Managing Director

He represents the company in and out of court.

He is authorized by law to represent in all respects and any restrictions imposed on him are valid only internally, not vis-a-vis third parties.

In case of more than one Managing Director the representation must be collective. The articles of incorporation or shareholders´ resolutions may admit exceptions. In case of bankruptcy, he is held responsible for filing in bankruptcy.

The "Prokurist"He is empowered by the so-called "Prokura" mentioned in Sec. 49 of the German Commercial Code (HGB). The "Prokura" can be given as a single Prokura or as a joint Prokura. He is appointed by the Managing Director on the basis of shareholders' resolution. His appointment has to be, just declaratory, registered with the Commercial Register.
The Power of Representation of the "Prokurist"He has the authority for every kind of judicial and non-judicial type of business, except entering into agreements regarding the sale or encumbrance of real estate as well as filing in bankruptcy and filing with the Commercial Register. He also may not give Prokura to other persons. In case of a joint Prokura a second Prokurist or a Managing Director has to agree to any transaction entered into by the Prokurist on behalf of the company. Restrictions concerning the Prokura are only binding internally, not vis-à-vis third parties. In case of violation against these restrictions, claims of damage may be caused. However, in case of knowledge of these restrictions, agreements of third parties with the Prokurist, acting on behalf of the company transgressing the restrictions, lack validity.


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