Glossary · Legal forms

Single-member GmbH (Einpersonen-GmbH)

Also: Einpersonen-GmbH, Ein-Personen-GmbH, one-person GmbH

In short

A single-member GmbH has only one shareholder, who is usually also its managing director. The same rules apply to it as to any GmbH, including the €25,000 share capital.

Single-member GmbH (Einpersonen-GmbH) explained

The GmbH Act expressly allows formation by one person (Sec. 1 GmbHG). Since the GmbH reform of 2008, it no longer requires additional security for the unpaid part of the share capital. Two special features remain: the sole shareholder must record their resolutions in writing and sign them without delay (Sec. 48 (3) GmbHG). If they are also the sole managing director, the prohibition of self-dealing under Sec. 181 BGB applies to their transactions with the GmbH, and these transactions must be recorded in minutes (Sec. 35 (3) GmbHG). With less capital, the same is possible as a single-member UG.

Legal basisSec. 1, 35 (3), 48 (3) 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.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.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.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.Asset management GmbH (vermögensverwaltende GmbH)An asset management GmbH manages its own assets, such as real estate, securities or shareholdings, instead of running an operating business. It is often used as a holding company or to invest accumulated profits.Corporation (Kapitalgesellschaft)In a corporation, the capital contributed is what matters, not the person of the shareholders; examples are the GmbH, UG and AG. It is a legal entity and in principle is only liable with the company's assets.

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