What should be considered when founding a limited liability company?
May 19, 2023 | 40,00 EUR | answered by Chloé Schmitt
Dear lawyer,
I intend to establish a limited liability company and am looking for information on the legal aspects to consider. I have already gained some experience in the entrepreneurial field, but I am aware that establishing a limited liability company comes with specific legal requirements.
Currently, I am looking for a legal form for my company that provides me with a certain limitation of liability while also being flexible enough to successfully implement my entrepreneurial project. I am concerned that I may make mistakes during the establishment that could have a negative impact on my company in the future.
Therefore, I would like to seek your advice: What steps need to be taken when establishing a limited liability company? What legal requirements must I meet and what documents are needed? Are there any specific regulations I need to follow in order to comply with the limitation of liability of the company?
I am grateful for your support and look forward to your expert advice.
Sincerely,
Gertrud Stamm
Dear Mrs. Stamm,
Thank you for your inquiry regarding the establishment of a limited liability company (UG) and the associated legal aspects. It is understandable that you want to be fully informed to avoid possible mistakes from the outset and successfully build your company. I would like to provide you with some important steps and information for establishing a UG.
First and foremost, it is important to know that establishing a UG in Germany is subject to the GmbH Act. Therefore, you must comply with the relevant legal requirements to ensure limited liability. Legal requirements include registration in the commercial register, drafting of articles of association, and the payment of at least 1 euro in share capital.
To establish a UG, you must first draft articles of association that set out the legal framework for your business. This document will include details such as the shareholders, share capital, management, and other important regulations. The articles of association must be notarized.
Additionally, you must create a founding document that outlines all founding modalities, such as the shareholder list, share capital amount, and management. This document, along with the articles of association, is submitted to the commercial register to officially establish the UG.
To comply with the limited liability of the UG, it is important to adhere to all legal requirements and fulfill your duties as a director diligently. Ensure that the share capital is always fully paid in and maintain proper accounting records. Also, observe regulations regarding representation authority and management of the UG.
It is advisable to seek advice from an experienced lawyer specializing in UG formations to avoid potential mistakes and legal pitfalls. I am available for a personal consultation and assistance with all legal questions related to establishing your company.
I hope this information is helpful to you and I am available for any further questions.
Best regards,
Chloé Schmitt, Attorney specializing in corporate law
