Glossary · Capital

Share capital (Stammkapital)

Also: Stammkapital, Mindeststammkapital, Gründungskapital, minimum capital, start-up capital

In short

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.

Share capital (Stammkapital) explained

The share capital is not a deposit and is not held in a blocked account. The money paid in belongs to the company, must be at the free disposal of the managing directors at the time of the application and may then be spent on running the business, for example on rent, goods or salaries. Only the assets needed to maintain the share capital may not flow back to the shareholders (Sec. 30 (1) GmbHG). The part not yet paid in remains a claim of the company. For a UG, Recht 24/7 recommends at least €500, better €1,000 to €2,500, so that the notary, register and the first months are covered.

Legal basisSec. 5, 5a, 7, 30 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

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.Managing director (Geschäftsführer)The managing director runs the GmbH or UG and represents it in and out of court. They must be a natural person with full legal capacity and are appointed by the shareholders.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.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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