Module 118 min2239 wordsFree — no account
Limited liability, share capital and incorporation
The module’s worked examples, then cases to attempt before revealing their solution · 1 section · 228 words · 2 min
Practical case
Two shareholders, unequal shares
Two founders form a GmbH with share capital of 30,000 €. A takes a business share of 20,000 €, B one of 10,000 €. No contributions in kind are agreed. Before registration A pays in 10,000 € and B pays in 2,000 €; 12,000 € together. The notary does not file the application. Test both conditions of § 7 (2) GmbHG and say what amount is still missing.
Hint: Test the share-related condition for A and for B separately before forming the total. On the second condition, look closely at what the half refers to.
Show the solution
First condition, share-related: a quarter of the nominal amount is to be paid on each business share. For A that is 5,000 €, and he has paid 10,000 € — met. For B it is 2,500 €, and he has paid only 2,000 € — not met, 500 € short. Second condition, company-related: in total, half the minimum share capital under § 5 (1) must be reached, that is half of 25,000 € and therefore 12,500 €. 12,000 € have been paid, so 500 € are missing here too. Both gaps are closed by the same payment: if B pays his missing 500 €, the share-related condition is met and the total reaches 12,500 €. The notary can then file.
Answer: 500 € are missing, payable by B on his share
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