Module 123 min2753 wordsFree — no account
The company-law route: hive-down under the Transformation Act or formation by contribution in kind
The module’s worked examples, then cases to attempt before revealing their solution · 2 sections · 267 words · 3 min
Worked example
The nominal amount need not mirror all the equity
Jonas Feldmann sets a share capital of 25,000 € in the articles and stipulates that he will pay for his single share with the business. The book equity of 180,000 € clearly exceeds the nominal amount; the surplus can go into the GmbH's capital reserve. What matters to the court is that the value reaches the nominal amount of 25,000 €, which is easy to show here.
Practical case
A contribution in kind that was worth too little at filing
An online retailer contributes her sole proprietorship to a new GmbH by way of formation by contribution in kind. The articles set a nominal amount of 40,000 € for her share, to be paid with the business. The register court enters the GmbH on 15 June 2026. Three years later an expert finds that the business was worth only 31,500 € at the time of filing. What does the founder owe the company, in what form, and can she rely on the limitation period?
Hint: Compare the nominal amount with the value at the relevant moment, and look for the limitation rule in the same section.
Show the solution
Under § 9(1) GmbHG, a shareholder whose contribution in kind does not reach the nominal amount of the share at the time of filing must pay the shortfall in cash. The shortfall is 40,000 € minus 31,500 €, i.e. 8,500 €. Under § 9(2) GmbHG, this claim becomes time-barred ten years after registration, here not before June 2036. Three years after registration it is not time-barred.
Answer: 8,500 € in cash; no limitation before June 2036
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