<\/path>\n <\/g>\n <\/g>\n <\/svg>\n <\/div>\n <\/div>\n \n\n\n\nUse our online form for the formation of a public limited company. The acquisition of a shelf or shell company can also be considered. A stock corporation can also be created by converting an existing company, e.g. a GmbH, into an AG.<\/p>\n\n
Procedure for founding the AG<\/h3>\n\n
The process of founding a public limited company is similar to founding a private limited company, but involves a few more steps specific to the legal form, right up to entry in the commercial register.<\/p>\n\n
On a notary’s website, the formation of a public limited company (AG) could be described as follows:<\/p>\n\n
Notarization and adoption of the articles of association<\/h4>\n\n
The formation of an AG begins with the notarization of the minutes of formation with the adoption of the articles of association. The adoption of the articles of association, which must be carried out by the founders. In the case of a one-man foundation, the determination is made by a single person, in the case of several founding persons by means of a contract. It is important that the articles of association contain all the minimum information required by \u00a7 23 para. 2 AktG and the founders acquire the shares in return for a contribution.<\/p>\n\n
Appointment of executive bodies<\/h4>\n\n
In the next step, the founders appoint the first Supervisory Board and the auditor. The Supervisory Board then elects the Management Board. These appointments are mandatory requirements for the entry of the AG in the commercial register. Notarization is required for the appointment of the first Supervisory Board and the auditor (Section 30 (1) sentence 2 AktG).<\/p>\n\n
Preparation of the foundation report<\/h4>\n\n
The founders (themselves\/no representation permitted) must prepare and sign a founding report that makes the founding details verifiable. This report is essential for the formation audit by the Management Board and Supervisory Board and is a prerequisite for entry in the register. Substitution <\/p>\n\n
Performance of the deposits<\/h4>\n\n
The contributions to the share capital must have been made prior to registration in the commercial register. The payment is made into an account of the company and it must be ensured that the contributions are at the free disposal of the Management Board.<\/p>\n\n
Foundation audit report<\/h4>\n\n
Both the Management Board and the Supervisory Board prepare a formation audit report. If they (the management board and the supervisory board) are involved in the formation themselves, an external formation auditor must also be called in (to ensure an objective audit). In the most common cases in practice, the notary can also carry out the audit (\u00a7 33 para. 2 no. 1 and no. 2 AktG), which saves the time and money required for an external auditor. If the notary does not carry out the audit, the court appoints the formation auditors.<\/p>\n\n
Registration with the commercial register<\/h4>\n\n
The application for entry in the commercial register must be accompanied by the following:<\/p>\n\n
\n- Minutes of incorporation with adoption of the Articles of Association, takeover declaration, appointment of the Supervisory Board members and the auditor;<\/li>\n\n\n\n
- Minutes of the Supervisory Board meeting on the appointment of the Management Board in the original or as a certified copy;<\/li>\n\n\n\n
- List of Supervisory Board members with details pursuant to Section 37 para. 4 No. 3a AktG (name, profession exercised, place of residence);<\/li>\n\n\n\n
- Foundation report;<\/li>\n\n\n\n
- Founding audit report by the Management Board and Supervisory Board, if applicable, additional external founding audit report;<\/li>\n\n\n\n
- Confirmation of payment of the share capital, bank confirmation if applicable (Section 37 (1) sentence 3 AktG)<\/li>\n\n\n\n
- Statement of formation costs.<\/li>\n<\/ul>\n\n
Economic start-up<\/h4>\n\n
In the case of the takeover of a shelf or shell company, the formation regulations are to be applied analogously. It is important that the company is re-examined by the commercial register when actual business operations commence. In order to avoid liability risks, the representative body of the AG must disclose the new economic formation to the commercial register and confirm the availability of the share capital. <\/p>\n\n
Societas Europaea (SE) as an alternative to the AG<\/h3>\n\n
As an alternative to a public limited company, it is worth considering setting up a European Company (Societas Europaea, SE), which is also increasingly being considered by SMEs. The SE is characterized by a high degree of flexibility in its management system, special co-determination regulations and an international orientation, which makes it particularly attractive. Founding a company does involve complex legal issues, which we can support you with. However, the formation is subject to the multi-state requirement, i.e. at least two founding companies must have their registered office in at least two different member states.<\/p>\n\n
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