Founding a public limited company (AG)

A public limited company is suitable for start-ups that require a higher level of capital. The share capital is at least € 50,000. The public limited company (AG) is a legal person under civil law. A legal person has its own legal personality. This means that it can itself bear rights and obligations. A legal person acts through its representatives. The AG acts through its board.

What is the difference between a GmbH and an AG?

In contrast to the GmbH, the AG’s share capital is divided into stocks. At the GmbH, one speaks of shares. In principle, the stocks of a public limited company are freely transferable. Not all stock corporations are listed on the stock exchange. Trading your stocks on the stock exchange is not a prerequisite for founding an AG. Another advantage of the AG is that a capital increase can be made by issuing additional stocks.

A lawyer specializing in corporate law can help you set-up your AG. The articles of association are to be drawn-up individually to suit the society and the needs of its shareholders.

For tax purposes, the corporation has an obligation to pay corporate tax. The tax rate is 15%. In addition, Solidaritätszuschlag tax (solidarity surcharge) of 5.5% of corporate income tax must be paid. In addition, trade tax is payable because the corporation is a merchant form in the sense of commercial law.

What are the advantages of a stock corporation (AG)?

By founding an Aktiengesellschaft (incorporation), you have the following advantages:

• No personal liability for corporate debts
• A known and proven legal form at home and abroad
• Higher capital resources than a GmbH
• Flexibility in drafting the articles of association
• Quick establishment and entry in the commercial register
• Lower tax burden than private individuals.