Matthias Feller Mindeststammkapital und Kapitalaufbringung als Instrumente des Gläubigerschutzes bei kleinen und mittleren Unternehmen

About this book

The GmbH represents with more than one million companies by far the most widely used legal form in Germany. It is tailored to small and medium-sized enterprises so that this is where its great practical significance is.

Due to the limitation of liability provided by the limited liability company law, it is the central task of legislation and jurisdiction to ensure an adequate protection of creditors since the creation of the GmbH. In Germany this is traditionally done by a pronounced capital protection system. This includes in particular the contribution of a statutory minimum share capital in compliance with a determined regulation for raising capital.

This system fundamentally changed in November 2008 when the German Act to Modernise the Law on Private Limited Companies and Combat Abuses (MoMiG) entered into force. The introduction of the Unternehmergesellschaft (haftungsbeschränkt) (§ 5a GmbHG) de facto abolished the minimum share capital. In addition, the legislator revised key elements of the capital raising system: the rules regarding to hidden contributions in kind (§ 19 subsection 4 GmbHG) and so called backward and forward payments (§ 19 subsection 5 GmbHG).

Besides the political backgrounds of the MoMiG this book examines the impact of these innovations on the protection of creditors in small and medium-sized enterprises. In addition, open issues in dealing with the Unternehmergesellschaft (haftungsbeschränkt), the hidden contributions in kind and the backward and forward payments are solved.