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Company Formation
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Consultancy & Service
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Settlement-Guide
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Go-To-Do
Setup your business in Dortmund, Germany: www.go-to-do.com
Economic Development Dortmund
Corporation
(„Aktiengesellschaft– AG“)
Features of a corporation
A corporation is a so-called capital company as an own legal person (“juristische
Person”). The members of the corporation are shareholders (“Aktionäre”).
They are not personally liable, only the corporation is liable with the
company assets. A corporation is always a company in the sense of the
German Commercial Code (“Handelsgesetzbuch - HGB”) and thus
must be listed in the Register of Companies.
The business of a corporation is led by a *firm*. Firm in this case means
the name of the company including an annex of the legal form (“Aktiengesellschaft
or AG”) as listed in the Register of Companies.
Important note: please contact the local 
Chamber of Commerce
and Industry before having founded the corporation in order to check
if the planned name of the company is formally good in law.
The internal constitution of a corporation legally is ruled in a more
restricted way than other legal forms (German Stock Corporation Act [
“Aktiengesetz”]
in conjunction with the German Commercial Code [
"Handelsgestzbuch
–HGB”]).
Bodies
The German Stock Corporation Act regulates the following bodies of a
stock corporation:
- Executive Board
The executive board of a stock corporation consists of one or more persons
and is appointed by the board of directors for five years at maximum.
The executive board has the authority to lead the business exclusively,
it is not subject to directives of the shareholders or the board of
directors.
- Board of Directors
The board of directors has the task to control and to support the activities
of the executive board. It consists of at least three members elected
by the shareholders’ meeting (“Hauptversammlung der Aktionäre”).
If the corporation employs more than 500 persons, at least a third of
the board seats has to be filled with elected representatives of the
staff.
- Shareholders’ Meeting
The shareholders’ meeting is the meeting of all shareholders of
a company. It elects the board of directors and ratifies the executive
body’s and the board of directors’ acts.
Foundation Requirements
A minimum number of shareholders is not necessary. The initial capital
of a corporation is at least € 50,000 and can be contributed by cash
or material assets.
Steps of Foundation
- Articles of Incorporation (Company Agreement)
The articles of incorporation have to contain the following information:
- firm (name of the company including annex of the legal form)
- location of the company (location of the enterprise, the company
management or the administration)
- object of the enterprise (kind of business, especially the kind
of products and services)
- amount of the initial capital
- nominal value and number of shares (nominal value at least €
1)
- kind of shares (common shares, preference shares)
- kind of share issue (bearer shares, name shares)
- number of executive board members
- kind of announcements
- Notarial recording and authentication
The articles of incorporation will be recorded and authenticated by
a notary.
- Initial Capital Raising
The initial capital for the foundation of an enterprise is at least
€ 50,000. The founders have to contribute this capital by cash
or by material assets. For this, they will receive shares (“Aktien”).
The assignment of the shares is notarially certified.
- Appointment of Bodies
For the first business year of the company, first of all a board of
directors and an auditor have to be appointed. These appointments are
notarially certified. The executive board can be appointed without shape
or form by the board of directors.
- Statutory Report and Audit Report
The founders of a corporation have to work out a written report on the
foundation process of the company. It will be audited by the executive
board and the board of directors. Under certain circumstances, an external
auditor who will work out a separate audit report has to be consulted.
- Entry in the Register of Companies
The corporation is a legal person and thus of full legal capacity only
by the entry in the Register of Companies. In order to announce your
company in writing at the local court, all founders, the executive board
members, and the board of directors have to appear in person. You will
find a list of all necessary documents and specifications in the check
list Register of Companies.
- Audit by the Local Court
The competent local court checks the accuracy and completeness of the
documents submitted. In case of obscurities, the local Chamber of Commerce
and Industry will be consulted as experts. After being audited successfully,
the corporation will be listed in the Register of Companies.
- Publication
The text published in the Register of Companies will be published liable
to pay the costs in the “Bundesanzeiger” and at least one
daily journal, too. Apart from that, a corporation quoted on the stock
exchange is liable to make quarterly reports.
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Branch office
Limited liability
company 