Glossary · Capital

Capital contribution (Stammeinlage)

Also: Stammeinlage, Einlage, contribution

In short

The capital contribution is the contribution a shareholder makes on their share in a GmbH or UG. Its amount is based on the nominal amount of the share.

Capital contribution (Stammeinlage) explained

The GmbH Act uses the term in Sec. 3 (1) no. 4: the articles of association must state the number and nominal amounts of the shares each shareholder takes up against a contribution to the share capital (Stammeinlage). Otherwise, the law mostly speaks of contribution and share (Sec. 14 GmbHG). The sum of the nominal amounts of all shares makes up the share capital. For a GmbH, at least a quarter must be paid in on each share before the application (Sec. 7 (2) GmbHG); for a UG, the full contribution in cash. The company cannot release its shareholders from the obligation to make their contribution (Sec. 19 (2) GmbHG).

Legal basisSec. 3 (1) no. 4, Sec. 7 (2), 14, 19 (2) GmbHG

More in our guideWhat is a GmbH? Meaning and key features explained simplyGmbH stands for Gesellschaft mit beschränkter Haftung, a German limited liability company. It is a corporation and a legal entity in its own right, formed by one or more persons with at least €25,000 in share capital, of which at least €12,500 must be paid in before registration (Sec. 5 and 7 GmbHG). Once the GmbH is entered in the commercial register, only the company's assets are in principle liable for its debts (Sec. 13 (2) GmbHG).Read the guide

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Related terms

Share capital (Stammkapital)The share capital is the capital of a GmbH or UG specified in the articles of association; for a GmbH it is at least €25,000, for a UG less, mathematically from €1. For a GmbH, at least €12,500 must be paid in for the application; for a UG, the full amount.Articles of association (Gesellschaftsvertrag)The articles of association (or partnership agreement) are the contractual basis of a company and set out, for example, its name, registered office, purpose, capital and the rights of the shareholders; for a GmbH they are also called the Satzung. For a GmbH and UG they must be notarised; for a GbR no particular form is required.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.UG (haftungsbeschränkt)The UG (haftungsbeschränkt) is not a separate legal form, but a GmbH with less than €25,000 share capital, mathematically from €1, which must be paid in full in cash before the application. In return, it must put a quarter of its annual net profit into a reserve every year.Capital increase (Kapitalerhöhung)In a capital increase, the share capital of a GmbH or UG is increased, either through new contributions or from the company's reserves. A notarised resolution with a three-quarters majority and entry in the commercial register are required.Contribution in kind (Sacheinlage)A contribution in kind is a contribution to the share capital in the form of assets, rights or a business instead of money. It is permitted for a GmbH with a formation report on the contribution in kind, and excluded for a UG.

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