Glossary · Capital

Share in a GmbH (Geschäftsanteil)

Also: Geschäftsanteil, GmbH share, business share

In short

The share (Geschäftsanteil) is a shareholder's stake in a GmbH or UG; its nominal amount is stated in whole euros. It can be sold and inherited, but its assignment requires a notarised contract.

Share in a GmbH (Geschäftsanteil) explained

The sum of the nominal amounts of all shares makes up the share capital. A contribution equal to the nominal amount must be made on each share (Sec. 14 GmbHG). A shareholder can hold several shares, and each euro carries one vote (Sec. 47 (2) GmbHG). Who owns which shares is recorded with a serial number and percentage in the list of shareholders. Towards the GmbH, only the person entered there is deemed to be the holder (Sec. 16 (1) GmbHG). The assignment of a share requires a notarised contract (Sec. 15 (3) GmbHG); this also applies to a holding company taking over the shares of an existing GmbH.

Legal basisSec. 5 (2), 14, 15, 16, 47 (2) 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

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.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.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.List of shareholders (Gesellschafterliste)The list of shareholders names all shareholders of a GmbH or UG with name, date of birth and place of residence, as well as the nominal amount, number and percentage of their shares. It is held at the commercial register and can be inspected by anyone.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.

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