The "Mini" GmbH
The Mini GmbH is a kind of sub-form of the regular GmbH. The difference is the amount of the share capital. It amounts to at least one Euro for the Mini GmbH and at least 25,000 Euros for the "regular GmbH".
Assets in any kind are not permitted for the Mini GmbH. The registration at the trade register can only be carried out when the share capital was paid in full amount. The mini-GmbH is a legal body of its own. It must therefore settle all its liabilities from its corporation capital. This form of the liability is very important for many shareholders since the fear of the personal liability often prevents the step into the independence. It must sign with the addition "business corporation (liability restricted)" (also possible in the right and commercial traffic: "UG (liability restricted)". This shall inform possible business partners about the limited liability.
The Mini GmbH must retain a quarter of its gained profit per year. The regulation of the reserves has been planned by the legislator. In this way the amount of the share capital of the regular GmbH (Euro 25,000) shall be reached. When the amount of Euro 25,000 is reached, the "legal form (liability restricted)" can be converted into a regular German GmbH.
When incorporating a Mini GmbH with at most three shareholders a sample protocol can be used. This contains the statute, the shareholder list and the managing director order and must be certified notarially.
- is a new kind of GmbH
- saves the shareholder of personal liability
- requires a capital stock of only one Euro
- It must sign with the addition "business corporation (liability restricted - UG )
- The Mini GmbH can be converted to a regular GmbH, if the capital stock of 25.000 Euro has been reached ( until this point a quarter of the annual surplus must be retained)
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