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Introductory Editorial: Renovating the German Private Limited Company - Special Issue on the Reform of the GmbH

Published online by Cambridge University Press:  06 March 2019

Gregor Bachmann

Extract

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On 28 June 2008, the German Bundestag (Federal Parliament) passed a bill on the reform of German corporate law. Known as the Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Missbräuchen (MoMiG – Law for the Modernization of the GmbH and to Stop its Misuse) the bill is a milestone, the single most important reform of the most commonly used German corporate form. The reform will bring about major changes. Among other things the reform will make it possible to establish a GmbH with a share capital of nothing more than € 1 EURO (previously, € 25,000 had been required) and to establish a GmbH that has no active business in Germany but solely operates abroad. Although the bill still has to be approved by the Bundesrat (Federal Council of the States), which will probably vote on this matter on 19 September, experts have little doubt that the reform easily will pass this last hurdle and enter into force as soon as 1 November.

Type
Research Article
Information
German Law Journal , Volume 9 , Issue 9: Special issue - Reform of Germany's Private Limited Company (GmbH) , 01 September 2008 , pp. 1063 - 1068
Copyright
Copyright © 2008 by German Law Journal GbR 

References

1 Lutter, Marcus, Die Entwicklung der GmbH in Europa und in der Welt [The development of the GmbH in Europe and in the world], in 100 Jahre GmbH-Gesetz 49, 55 (Marcus Lutter ed., 1992).Google Scholar

2 More than 100 years after the “invention” of the GmbH, this very idea governed the reform of British Company Law by the Companies Act 2006: “Although the vast majority of companies are small, company law has been written traditionally with the large company in mind. The provisions that apply to private companies are frequently expressed as a tailpiece to the provisions applying to public companies. … The Government intends that the Bill should reset the balance and make the law easier for all to understand. … This policy runs as a thread through the drafting of all the provisions of the new Bill.” See Department of Trade and Industry, Company Law Reform, 2005, Cm. 6456, at 13, 29.Google Scholar

3 The 2nd Senate of the Bundesgerichtshof (Federal Court of Justice) deals exclusively with corporate and commercial law cases. It has thus gained an expertise in corporate law matters which equals that of the Delaware Courts.Google Scholar

4 See Company Law Reform, supra note 2 (providing an example of recent developments in Great Britain). In the U.S., many states have introduced a Limited Liability Company (LLC).Google Scholar

5 Case C-212/97, Centros Ltd. v. Erhvervs-og Selskabsstyrelsen, 1999 E.C.R. I-1459.Google Scholar

6 See Christian Kersting & Clemens Philipp Schindler, The ECJ's Inspire Art Decision of 30 September 2003 and its Effects on Practice, 4 German Law Journal 12 (2003), available at http://www.germanlawjournal.com/article.php?id=344; Killian Baelz & Teresa Baldwin, The End of the Real Seat Theory (Sitztheorie): the European Court of Justice Decision in Ueberseering of 5 November 2002 and its Impact on German and European Company Law, 3 German Law Journal 12 (2002), available at http://www.germanlawjournal.com/article.php?id=214.Google Scholar