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Glossary · Formation and notary

Corporate purpose (Unternehmensgegenstand)

Also: Unternehmensgegenstand, Gegenstand des Unternehmens, Geschäftszweck, object of the company, business purpose

In short

The corporate purpose describes in the articles of association what the company does. It is part of the mandatory content of the articles of association of a GmbH or UG and is entered in the commercial register.

Corporate purpose (Unternehmensgegenstand) explained

The purpose should be specific enough for outsiders to recognise the field of activity; wording that is too general often leads to queries from the register court and delays registration. It has practical consequences: if it covers an activity requiring a permit, such as security services or estate agency, you need the permit before you start. With the model protocol, too, the purpose is entered individually. Anyone who later wants to do something completely different changes the purpose by amending the articles of association before a notary. For a holding company, it typically reads as holding and managing shareholdings.

Legal basisSec. 3 (1) no. 2, Sec. 10 (1) GmbHG

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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.Model protocol (Musterprotokoll)The model protocol is a statutory form for the simplified formation of a GmbH or UG with no more than three shareholders and one managing director. It combines the articles of association, appointment of the managing director and list of shareholders and reduces notary costs.Holding company (Holding)A holding is not a legal form, but a structure in which a parent company, usually a GmbH or UG, holds shares in one or more subsidiaries. With a shareholding of 10% or more, 95% of the subsidiary's profit distributions remain exempt from corporation tax at the holding level.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.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 in formation (Vor-GmbH)Between notarisation and entry in the commercial register, the GmbH exists as a pre-company (Vor-GmbH) and trades with the suffix "i. G." (in formation). Anyone who acts in its name during this phase is personally and jointly liable.

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