How to set up an Aktiengesellschaft (AG): Your guide to starting a stock company in Germany

Contents

• How to form an AG
• Notarisation of the articles of association
• Take over of shares
• Appointment of the corporate bodies
• Deposit of the contributions
• Formation report 
• Entry into the commercial register
• Want to know more? 

How to form an AG at a glance:

• Draft the articles of association
• Go to the notary appointment
• “Take over the shares”
• Appoint the corporate bodies
  • Executive board
  • General meeting
  • Supervisory board
• Create the “formation report”
• Deposit the share capital contributions
• Enter the company into the commercial register
• Register with the Gewerbeamt
• Get a formation audit by a third-party auditor

If you don’t know what an Aktiengesellschaft (AG) is exactly, start here. 

Notarisation of the articles of association

To form a public limited company, the first step is to draw up company statutes (Satzung). This is the company’s Gesellschaftsvertrag (articles of association or company agreement) which a notary public has to notarise. The founders, the future executive board and the future supervisory board must be present at the notarisation.

The articles of association contain, among other things:

• Name of the company and registered office
• Amount of share capital (Grundkapital)
• Nominal amount and number of shares (if there are different nominal amounts, all are listed)
• Type of shares: registered (Namensaktien) or bearer Inhaberaktien
• Details of how the AG makes announcements (Bekanntmachungen)
• Number of board members (Vorstandsmitglieder) – or rules by which the number is determined

“Taking over the shares” (“Übernahme der Aktien”)

After the founders adopt the articles of association, they must undertake (commit) to “take over all the shares”.

However, the contribution for the securities doesn’t have to be made immediately – the founders can do this after the notary appointment.

Appointment of the AG’s corporate bodies (Organe)

After the shareholders have agreed to “take over the shares”, next comes the appointment and notarisation of the first Aufsichtsrat (supervisory board). This is the first corporate body of an AG.

After the supervisory board has been appointed, the founders can also appoint the Abschlussprüfer (auditor). The Abschlussprüfer audits the Jahresabschluss (annual accounts – the German version of an annual financial statement) for the first business year.

The supervisory board appoints the Vorstand (executive board) which is the AG’s second corporate body.

The third AG corporate body is the general meeting (Hauptversammlung), which takes place at least once a year.

Formation report (Gründungsbericht)

The founders must prepare a Gründungsbericht (formation report) on the formation of the AG for maximum transparency. This report must contain, for example:

• the amount of the AG share capital (Grundkapital),
• details about the “takeover of the shares” (“Übernahme der Aktien“) by the founders,
• confirmation that the capital contributions are at the free disposal of the executive board (Vorstand), and
  a list of the members of the first supervisory board (Aufsichtsrat) and the executive board (Vorstand).

Deposit the share capital contributions (Einlagen)

Contributions must be made for the shares. The Grundkapital (this is the specific term for the AG’s share capital) amount is at least €50,000 to form an AG.

If the nominal amount of the issued shares is higher, the corresponding amount is deposited.

Also, the amount of the paid-in contribution does not have to be the entire amount immediately – a quarter of the share capital is enough right at the start.

Entry into the commercial register (Handelsregister)

To complete the formation/incorporation of a public limited company and make the company a legal entity in its own right, an entry must be made in the Handelsregister (commercial register).

To this end, all Gründer (founders), Vorstandsmitglieder (executive board members) and Aufsichtsratmitglieder (supervisory board members) apply to register the company.

Next to a list of all members of the Vorstand (executive board) and Aufsichtsrat (supervisory board) of the AG, documents relating to various processes, such as the appointment of the Organe (corporate bodies), have to be submitted.

Additionally, the price at which the shares (Aktien) are issued must be stated and proof must be provided that the contributions for the shares have been made.

The Registergericht (registration court) in Germany then checks whether the company has been properly founded. If all goes well, the entry is made in the commercial register and the AG is officially incorporated!

Want to know more?

Our AG (stock company) series:

1. What is an Aktiengesellschaft (AG)? 
2. How to set up an Aktiengesellschaft (AG)<<<
3. The pros and cons of the AG

The Master list of all Company Formation articles can be found here.