The most popular legal structure for corporate entities is the limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)). The shareholders of the GmbH provide the share capital; therefore, they themselves are freed from personal liability. The company can then work with the share capital and operate as a legal entity. Anyone starting up a business or converting an existing company to the legal form of a GmbH can seek the assistance of a notary. Besides drafting a well-balanced shareholder agreement, the notary can advise on the necessary steps to be taken to create a GmbH.
Since late 2008, shareholders have been able to limit their liability without contributing a minimum share capital by creating a so-called Unternehmergesellschaft (haftungsbeschränkt). The notary will also advise them as to whether this is the right legal structure for the company founders.
The notary is also always the right person to contact in the event of a subsequent change to the GmbH. When the registered office of a company is to be relocated, its share capital increased or a shareholder agreement has to be changed, the notary will advise on the necessary measures and will certify the relevant amendments.
For a change of shareholders and a transfer of shares of a GmbH, the notary drafts the necessary purchase and transfer contracts and works with the clients to find an appropriate agreement.
When a company is liquidated, the notary can, if requested, prepare the necessary decisions and entries in the Commercial Register.