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Glossary · Capital

UG reserve requirement (Rücklagenpflicht der UG)

Also: Rücklagenpflicht, gesetzliche Rücklage, Thesaurierungspflicht, statutory reserve

In short

Every year, the UG must put a quarter of its annual net profit, reduced by any loss carried forward from the previous year, into a statutory reserve. The obligation only ends once the share capital has been increased to at least €25,000.

UG reserve requirement (Rücklagenpflicht der UG) explained

The reserve compensates for the low start-up capital and may not be distributed. The UG may only use it for three purposes: for a capital increase from company funds, to offset an annual net loss to the extent there is no profit carried forward, and to offset a loss carried forward from the previous year to the extent there is no annual net profit. There is no upper limit: even with a €25,000 reserve, the obligation continues until the shareholders actually increase the share capital (Sec. 5a (5) GmbHG). The reserve does not save tax; it only limits how much can be distributed. A reasonable managing director's salary reduces the annual net profit beforehand.

Legal basisSec. 5a (3) and (5) GmbHG; Sec. 57c GmbHG
More in our guideWhat is a UG? The UG (haftungsbeschränkt) legal form explainedThe UG (haftungsbeschränkt), in full Unternehmergesellschaft (haftungsbeschränkt), is not a separate legal form but a variant of the GmbH under Sec. 5a GmbHG. It is formed with less than €25,000 share capital, arithmetically from €1, which must be paid in fully in cash before registration. In return, it must allocate a quarter of its annual net profit to a statutory reserve every year until the share capital has been increased to at least €25,000.Read the guide

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Related terms

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.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.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.

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