GERMANY Law and Practice Contributed by: Eva Nase and Kay-Uwe Neumann, POELLATH
POELLATH Hofstatt 1 Munich, 80331 Germany
Tel: +49 892 424 0280 Fax: +49 892 424 0999 Email: eva.nase@pplaw.com Web: www.pplaw.com
1. Introductory 1.1 Forms of Corporate/Business Organisations
form of a partnership is the limited partner - ship ( Kommanditgesellschaft or KG), consisting of limited partners whose liability is limited to a certain amount agreed and disclosed in the commercial register, and general partners with unlimited liability. However, the general partner may have the legal form of a capital company, thereby limiting its liability. German law also acknowledges the partner - ship under civil law ( Gesellschaft bürgerlichen Rechts or GbR) and the general partnership ( Off - ene Handelsgesellschaft or OHG), with unlimited liability of their partners. 1.2 Sources of Corporate Governance Requirements The primary sources for corporate governance requirements for capital companies in Germany (GmbH, AG, KGaA, SE) are: • the German Limited Liability Companies Act ( Gesetz betreffend die, Gesellschaften mit beschränkter Haftung or GmbHG); • the German Stock Corporation Act ( Aktienge- setz or AktG); • the European and German acts on SEs (in particular the European SEVO and the Ger - man SEAG);
German law differentiates between capital com - panies and partnerships. The following chapter will focus on capital companies, as these are the most important and regulated forms of compa - nies in Germany. Capital Companies Capital companies are legal entities where the liability is limited to the assets of the company – ie, the shareholders’ liability is limited to what they have invested in the company. The most common legal forms of capital companies are the limited liability company ( Gesellschaft mit beschränkter Haftung or GmbH) and the stock corporation ( Aktiengesellschaft or AG). Other forms of capital companies are the European stock company ( Societas Europaea or SE) and the partnership limited by shares ( Kommandit- gesellschaft auf Aktien or KGaA). The KGaA is a capital company, but also has some elements of a partnership. Partnerships Partnerships are characterised by the personal liability of the partners. The most popular legal
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