Until the end of last year, the minimum share capital of a GmbH was 35,000 euros, half of which, i.e. 17,500 euros, had to be paid in cash. However, to make it easier to set up a GmbH, the previous legal situation already provided the option of setting up a GmbH with less capital. For the first ten years of the company’s existence, a so-called formation privilege could be utilised.
The share capital of a GmbH with formation privileges only had to amount to 10,000 euros, of which at least half, i.e. 5,000 euros, had to be paid in cash. After the first ten years, however, the articles of association had to be amended and the share capital increased to 35,000 euros; the amount actually paid in had to be 17,500 euros, as with the non-privileged GmbH. As a result of the current changes to the law, however, the formation of a GmbH with formation privileges is now obsolete.
New legal situation
The Company Law Amendment Act has generally reduced the minimum share capital for a GmbH to 10,000 euros, meaning that the required cash contribution is 5,000 euros. This makes it much easier to raise capital when setting up a GmbH, which is intended to promote new companies in particular.
In many cases, this could also potentially lead to a reduction in notary fees, as the notary fee depends on the amount of the share capital of the company in question. The reduction in the minimum share capital also has an impact on the minimum corporation tax, which is calculated at 5% of the statutory minimum share capital and is therefore reduced from EUR 1,750 to EUR 500 per year. The previous regulations, according to which the minimum corporation tax is reduced to EUR 500 per year for GmbHs founded after 30 June 2013, will therefore apply to all GmbHs in future. For a GmbH with formation privileges, a further advantage of the change in the law is that it is no longer necessary to increase the share capital to EUR 35,000 after the ten-year period has expired, as its share capital now fulfils the general minimum requirements anyway.
Notice
An existing reference in the commercial register to the privileged formation of a GmbH remains in place without further action by the shareholders despite a change in the law. There is no termination of the formation privilege due to the passage of time. If the shareholders wish that the formation privilege is no longer visible in the commercial register, the articles of association must be amended, whereby the provisions on the formation privilege set out therein must be removed, which must be filed with the commercial register. The capital contributions of the shareholders can remain unchanged. A call to creditors does not have to be made due to the lack of a reduction in the liability fund.
We will be happy to advise you at any time on the formation of a company, particularly with regard to the extended structuring options offered by the introduction of the flexible corporation.