Choosing between a German GmbH and a UG
What § 13 (2) GmbHG actually limits, why § 7 (2) contains TWO payment thresholds rather than one, and which four departures § 5a prescribes for the UG — payment in full, no contributions in kind, a compulsory name addition and a reserve of one quarter. Then the crisis: half the share capital, imminent illiquidity, and the two deadlines of § 15a InsO.
Foundational2 modules36 minModule 1 free to read
2026 rules — verified on September 22, 2026
Figures are tied to dated, sourced tax constants. A module whose rules have changed is flagged for review, and is unpublished automatically beyond 90 days.
This content is part of the path: Setting up and registering a business· Step 2 of 10· Next step: Registering a new business with the German tax office
By the end of this course, you can…
These outcomes are the modules' own: the promise cannot say anything the course does not teach.
- Name what the creditors of a GmbH may reach under § 13 (2) GmbHG
- Tell the minimum share capital apart from the amount actually to be paid in
- Test the two payment thresholds of § 7 (2) GmbHG separately
- Name the four departures that § 5a GmbHG prescribes for the UG
- Explain why no contribution in kind is possible for a UG
- Build the basis of the statutory reserve under § 5a (3) GmbHG correctly
- List the three permitted uses of the reserve
- Describe the transition from UG to GmbH under § 5a (5)
- Place the duty to call a meeting on loss of half the share capital
- Keep the two deadlines of § 15a InsO apart
The programme, module by module
Each module has its own page. Durations are derived from the actual text, never announced by hand.
- Module 118 minFree — no accountLimited liability, share capital and incorporationWhat you will be able to do
- Name what the creditors of a GmbH may reach under § 13 (2) GmbHG
- Tell the minimum share capital apart from the amount actually to be paid in
- Test the two payment thresholds of § 7 (2) GmbHG separately
- Name the four departures that § 5a GmbHG prescribes for the UG
- Explain why no contribution in kind is possible for a UG
- Module 218 minIncluded in the full courseThe reserve, the crisis and the director's dutiesWhat you will be able to do
- Build the basis of the statutory reserve under § 5a (3) GmbHG correctly
- List the three permitted uses of the reserve
- Describe the transition from UG to GmbH under § 5a (5)
- Place the duty to call a meeting on loss of half the share capital
- Keep the two deadlines of § 15a InsO apart
What you take away
A handout you keep, not just a page you read. The sections are derived from the course itself: what is announced here is exactly what gets generated.
Participant handout (PDF)
PDF
- Learning objectives (2)
- Key figures (4)
- Mistakes to avoid (2)
- Official sources (2)
Exercise workbook (Word)
Word
- Learning objectives (2)
- Key figures (4)
- Mistakes to avoid (2)
- Official sources (2)
Answers live in a separate appendix: the participant handout and the workbook stay distributable before the exercise.
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Educational content, current with the sources cited. It does not replace advice tailored to your situation. These courses are neither certifying nor CPF-eligible: they prepare for no certification registered with the French RNCP or specific register.