Glossary · Capital

Contribution in kind (Sacheinlage)

Also: Sacheinlage, Sachgründung, Sachgründungsbericht, non-cash contribution

In short

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.

Contribution in kind (Sacheinlage) explained

The subject of the contribution in kind and the nominal amount of the share to which it relates are set out in the articles of association; in a formation report, the shareholders explain why the value is appropriate (Sec. 5 (4) GmbHG). Before the application, the asset must be fully transferred to the GmbH (Sec. 7 (3) GmbHG). For a UG, contributions in kind are prohibited (Sec. 5a (2) GmbHG). Beware of the hidden contribution in kind: if you pay in money and the company shortly afterwards uses it to buy your laptop or car, this can be impermissible (Sec. 19 (4) GmbHG). A formation by contribution in kind usually takes several weeks; at Recht 24/7, it is available for a surcharge.

Legal basisSec. 5 (4), Sec. 5a (2), Sec. 7 (3), Sec. 19 (4) 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

Matching service

Form a GmbH

€319net plus VAT, notary and court fees, IHK and trade registration costs

View service

Related terms

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 contribution (Stammeinlage)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 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.Limited liability (Haftungsbeschränkung)Limited liability means that only the company's assets are liable for the business's debts, not the shareholders' private assets. For a GmbH and UG, it only applies in full from entry in the commercial register.

Your case starts here.

Get started

Personal advice
Directly from a lawyer

Transparent fixed prices
with no surprises.

Response within
24 hours

Securely insured
up to €2.5 million

No legal jargon, just clear answers.

The Recht 24/7 newsletter: deadlines, rulings and tips for founders and clients. Once a month.