Glossary · Legal forms

gGmbH (non-profit GmbH)

Also: gemeinnützige GmbH, charitable GmbH, non-profit limited company

In short

The gGmbH is a GmbH whose articles of association and actual management pursue exclusively and directly charitable, benevolent or religious purposes. In its tax-privileged sphere, it is exempt from corporation tax and trade tax, but may not distribute profits.

gGmbH (non-profit GmbH) explained

Legally, the gGmbH is a normal GmbH; the "g" (gemeinnützig, non-profit) comes from tax law. It needs €25,000 share capital, of which €12,500 must be paid in at the time of the application, and can be formed by one person. Profits are allowed, but must in principle be used for the purpose at the latest in the two calendar or financial years after they are received. Once recognised by the tax office, it may issue donation receipts, and donations are then tax-deductible for donors. At Recht 24/7, the articles of association are coordinated with the tax office before notarisation. Its little sister with less capital is the gUG.

Legal basisSec. 4 sentence 2 GmbHG; Sec. 51 to 68 AO

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Form a gGmbH

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Related terms

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.gUG (non-profit UG)The gUG is a UG (haftungsbeschränkt) that exclusively and directly pursues charitable, benevolent or religious purposes. It manages with less than €25,000 share capital and, once recognised, is exempt from corporation tax and trade tax in its tax-privileged sphere.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.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.Notarisation (notarielle Beurkundung)In notarisation, the text is read aloud in the presence of the notary, the notary explains its legal implications, and the parties approve and sign the record. In certification, the notary only confirms that the signature is genuine.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.

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