Legislation governing GmbHs and Ags
The legislation governing GmbHs and Ags is designed to ensure
that registered share capital is paid up and maintained. The rules
applicable to an AG are stricter in this respect. In particular, an
AG is not permitted to repay share capital contributions to its
shareholders regardless of whether such payment would reduce
the AG’s net assets to a level below its registered share capital.
A GmbH, on the other hand, is prohibited only from making pay-
ments to shareholders to the extent that such payments are not
covered by a valid claim against the shareholder concerned.
The AG may issue share certifcates either with a par value
(Nennbetragsaktien) of at least € 1 per share or multiples
thereof or without par value (Stückaktien). Both common shares
(Stammaktien) and preferred shares (Vorzugsaktien) may be is-
sued, either as bearer shares (Inhaberaktien) or registered shares
(i.e. Where the name of the owner is registered in the AG’s share
register, Namensaktien). Bearer shares are freely transferable;
the corporation is not allowed to restrict their transfer.
For registered shares, the articles may provide that a transfer requires
the consent of the company. In general, each share confers one
vote, although preferred shares may be non-voting. Multiple
voting rights are not permissible.