GmbH or AG can be formed by one or more persons

The existence of corporate founders and the authority of their
agent must be proven by certifed extracts from the commercial
register or other offcial documents.

The formation of a GmbH or AG starts with a deed, certifed by a
German public notary, in which the founders (or single founder)
issue a declaration of formation, undertake to pay in the regis-
tered share capital (Stammkapital or Grundkapital), and stipulate
the articles of association of the GmbH (Gesellschaftsvertrag)
or the articles of incorporation of the AG (Satzung). The articles
must include, inter alia, the company’s name and registered
offce (Sitz), the purpose of the enterprise, the amount of the
registered share capital and – in case of a GmbH – the amount
each shareholder must contribute to the registered share capital
(original contribution, Stammeinlage).

In the case of an AG, the
articles must include the par value or number of shares, the
issue price and, if more than one class of shares exists, the class
of shares subscribed by each founder. In contrast to a GmbH,
the articles of an AG may deviate from statutory provisions only
where this is expressly allowed by the German Stock Corpora-
tion Law (Aktiengesetz – AktG). Generally there is little leeway
to amend the articles in view of the many mandatory provisions
contained in the AktG.

Since the laws governing GmbHs and
Ags are federal laws, the location of the registered offce does
not affect the rules governing a GmbH or AG. The registered
offce of a GmbH or an AG must be in Germany. The place of
management can be outside Germany.