Rechtsanwältin und Notarin

Nicole Stütelberg

Fachanwältin für Strafrecht

Violenstraße 39
28195 Bremen

 

Attorney at Law

Notary Public

Certified Specialist for Criminal Law

 

Telefon: +49 421 3345666

Mitglied des Vorstandes

Listed as attorney and notary public by the Embassy of the United States of America Berlin and the Consulate General in Frankfurt am Main.

Listed as attorney and notary public by the Embassy of Canada Berlin.

Mitglied der Arbeitsgemeinschaft Strafrecht des DAV und Mitglied der Arbeitsgemeinschaft Anwalts-notariat im DAV

Mitglied der Deutschen Notarrecht-lichen Vereinigung e.V.

Corporate Law

Especially due to progressive internationalization corporate and company law becomes more complex. With the help of your notary public the founding and further legal assistance of a company become a safe matter.

For anyone who wants to be an entrepreneur or already is one, first, the question of the proper legal form is crucial. In this context, above all, criteria like organization, legal liability, tax and labor law are to consider.

As a notary public I will advise you at first about the choice of the appropriate legal form. Thereafter I provide drafts of all agreements and declarations necessary for the incorporation. My notary office then ensures proper implementation of the incorporation by application vis a vis the commercial register and monitoring of the companies registration. Subsequent, I am pleased to assist you with other company issues, such as shareholder meetings, changes of articles of incorporation, restructuring of the company (eg: transformation according to the German Transformation Act) or the conclusion of an affiliation agreement. Finally, in case of the sale or acquisition of a company with limited liability (GmbH) or a share in a GmbH I provide the suitable components for an effective contract. For that matter I work closely with your attorney and tax advisors if necessary.

Statutory law stipulates the participation of a civil law notary especially for corporations such as the GmbH, the business company (with limited liability) (“UG”), the AG or the cooperative. Though, besides my usual assistance with the registration in the commercial register or the register of associations, as a notary public I also offer the entire range of consulting services for partnerships and associations.

Incorporation of a GmbH

As a corporate form, the legal form of GmbH is currently the most common. The company may be effectively established only by the notarization of the articles of association.

Here, as a civil law notary I perform not only the recording in the strict sense. I advise - without separate compensation – about all legal issues related to the incorporation and draft the articles of association. "Normally" the appointment of one or several managing director/s by resolution of the shareholders is part of the incorporation deed. For the registration of the company with the commercial register, the signatures under the application document must be filed with the commercial register in publicly certified form. The drafting of the application documents is carried out by the civil law notary.

The minimum share capital of a GmbH is € 25,000. In case of a establishment with contributions in cash only, at least half of it must be paid in immediately. Though, care must also be taken, that a quarter of every share has to be paid in. When applying for entry into the commercial register, the share capital must be paid in as intended. Beyond the costs of incorporation stipulated in the articles all reductions of share capital (this includes losses through rents, salaries and lease payments and the obligation to do so), must be balanced at this time by appropriate re-deposits. Otherwise the founders risk a rejection of the registration or even a criminal offense. In these cases, each shareholder is also liable for the missing amount with regard to the share capital at the time of registration (so-called “Differenzhaftung"). Therefore the safest way is to leave paid-in capital untouched in the account until the registration is effected.

Incorporation of a business company (with limited liability) (UG)

The business company (with limited liability) (UG) is merely a variant of the well-known GmbH, for which the legislature has established a number of special rules in § 5a Limited Liability Companies Act.

For example the UG requires no minimum share capital. It can be registered with the commercial register with a share capital of only € 1. The business name of the company must indicate it’s legal form by containing the words “business company (with limited liability)“ or "UG (limited)". Finally, according to statutory law the UG is obliged to setup certain reserves in their balance sheet, in order to save sufficient capital for the rise to an ordinary GmbH.

The UG can be incorporated by way of a proper notarization or alternatively in a simplified and cost-effecting proceeding using a standard non individualized incorporation document (so called “Musterprotokoll”). Then the UG must be registered with the commercial register - just like any other corporation. In addition, it is subject to the same provisions as the GmbH itself.

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