Glossary · Registers and obligations

Change of company name (Umfirmierung)

Also: Umfirmierung, Namensänderung, Firmenänderung, renaming

In short

A change of company name (Umfirmierung) is a change to the "Firma", i.e. the name of a business entered in the commercial register. For a GmbH and UG, this requires a notarised amendment to the articles of association and registration.

Change of company name (Umfirmierung) explained

The shareholders resolve the new company name with three quarters of the votes cast (Sec. 53 (2) GmbHG), the notary notarises the resolution, and the change only takes effect on registration (Sec. 54 (3) GmbHG). Afterwards, letterhead, invoices, website, legal notice and contracts must be updated. Beforehand, the same check as at formation is worthwhile: is the new name distinctive, not misleading and free of older trade marks? A change of legal form is more than a change of name and takes place as a change of legal form under the Transformation Act (Sec. 190 UmwG). If a UG increases its share capital to €25,000, it may keep its company name or change it to "GmbH" (Sec. 5a (5) GmbHG).

Legal basisSec. 53, 54 (3), 5a (5) GmbHG; Sec. 190 UmwG

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Related terms

Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.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.Legal form (Rechtsform)The legal form is the legal framework of a business and determines liability, capital, formation effort, say in decisions and taxes. Common legal forms in Germany include the sole proprietorship, GbR, OHG, KG, GmbH, UG and AG.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.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.Beneficial owner (wirtschaftlich Berechtigter)A beneficial owner is any natural person who ultimately owns or controls a company, in particular with more than 25% of the capital shares or voting rights. If no one can be identified, the legal representative is deemed to be the beneficial owner.

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