An AG has a managing board of one or more members appointed by and reporting to the supervisory board of three or more members. An Aktiengesellschaft (AG) with a share capital of 3 million euros or more has two or more managing board members. An AG employing over 500 workers will have employee representatives occupying one-third of the supervisory board.
What is the registered capital of the AG?
An Aktiengesellschaft (AG) is subject to the Stock Corporation Act. This act involves share capital of approximately 50,000 euros, with at least one-quarter paid at registration. The business owner will enlist the services of an attorney or bank in preparing documentation for registration. The liability of shareholders is limited to their aktiengesellschaft in english investment. This means that personal assets of the shareholders are not at risk in the event of the AG’s insolvency. The Aktiengesellschaft or AG (stock company) is an interesting but complicated legal form.
Authorised signatory in Germany: German law explained
As soon as the company has been entered into the commercial register, it officially exists as an AG. We’ve helped 15,000 businesses in Germany get started.Our legacy knowledge far exceeds any other law firm, consultancy or software out there.Get expert advice today. In an effort to improve sustainability, printed versions of our reports are no longer available.Annual reports can be downloaded in PDF format.
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MEAG manages Munich Re’s global investments amounting to €264bn. As of 31 March 2025, MEAG assets under management amounts to €360 billion18 and is therefore one of the largest European asset management companies. The equivalent terms in other countries include the following, which mostly mean literally either « share company/society » or « anonymous company/society ». We can also advise you on restructuring or extrajudicial and judicial disputes with shareholders. For AGs, clear rules apply regarding the composition and publication of the Jahresabschluss (annual accounts, a German and extended version of an annual financial statement). The registered capital of an AG must amount to at least €50,000.
An AG is a corporation whose equity is divided into shares. Shareholders are the owners of the company and, depending on their shareholding, have voting rights at the general meeting and a right to a portion of the profits. It’s self-sufficient and independent of the Aufsichtsrat (board of directors) and the Hauptversammlung (annual general meeting). In addition, the board of directors have access to the company’s books at all times to perform their supervisory functions. If 100 shares are issued, one share corresponds to one per cent of the value of the company.
- The Stock Corporation Act sets guidelines for the formation and operation of an AG, including share capital requirements and documentation preparation.
- We can also advise you on restructuring or extrajudicial and judicial disputes with shareholders.
- The AGM is the highest decision-making body for shareholders, who vote on significant matters that affect their interests.
- The shareholders are not responsible for the company’s debts, and their assets are protected in case the company becomes insolvent.
- It is particularly suitable for larger businesses that require a broad capital base and efficient organizational structure.
Still, have questions about setting up a business in Germany?
- If you aspire for a public company with wider recognition, attracting investment from the global market, and dealing with increased regulatory oversight, an AG is the right choice for you.
- Our specialist lawyers for commercial and corporate law will be happy to advise you on the formation of companies such as UG, GmbH or GbR etc..
- It oversees financial reporting, budgeting, and compliance with laws and regulations.
- The AG will become a legal entity within seven days if all materials are in order.
This requires compliance with certain legal requirements laid down in the Börsengesetz (stock exchange act) and the Börsenzulassungsverordnung (stock exchange admission ordinance). Just like a GmbH, an AG, as a legal form, is a capital company. As a corporation, it’s a legal entity and, therefore, has rights and obligations that exist independently of the owners.
Corporate Bodies
However, if you’re looking for a more flexible, private entity with limited liability protection and a faster establishment process, GmbH is the better fit. Aktiengesellschaft (AG) is a German term for a public limited company, which means that its shares are offered to the general public and traded on a stock exchange. As a publicly traded entity under German law, an AG (Aktiengesellschaft) is subject to increased regulatory oversight. The primary legislation governing the establishment and operation of such corporations is the German Stock Corporation Act (Aktiengesetz).
It seams that they don ’ t match in the economic draft of the German plc ( public limited company ). The supervisory board carries out decisions made by the managing board and oversees its actions. The managing board of an AG decides on all operational matters, and it reports to the supervisory board. AGs represent the epitome of large-scale, well-regulated businesses. By forming an AG, entrepreneurs can attract substantial investment from a broader audience while limiting their liability to their initial investments.
Disclosure Requirements
The shares of the company are held by Gesellschafter (shareholders). Shareholders’ co-determination rights are based on their share in the registered capital. In conclusion, understanding the differences between Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH) is crucial when starting or expanding your business in Germany.
Key Characteristics and Requirements for Creating an AG
A non-securitised share, for example, can be transferred by assignment. In the case of “restricted” registered shares, however, approval must be given at the Hauptversammlung (annual general meeting). The Hauptversammlung (annual general meeting), which represents the shareholders and exercises their rights, is convened once a year. An extraordinary general meeting can also be held if necessary for the good of the company. Hence, the majority of Swiss Post customers will not experience any changes as a result of the conversion to a public limited company.
Publicly listed AGs must also publish quarterly reports and ad-hoc disclosures. Shareholders’ liability is limited to their investment, meaning they are not responsible for the company’s debts beyond their capital contributions. German public limited companies, or Aktiengesellschaft (AG), have established themselves as prominent players in the global business landscape. Volkswagen AG, Daimler AG, and BMW AG are three prominent examples of successful AGs based in Germany.
If the employee number exceeds 2,000, employee representatives will fill half of the board. Also, the articles of association may limit the number of members. However, the management board may ask the shareholders to decide on an operational issue to safeguard themselves. German AGs have a « two-tiered board » structure, consisting of a supervisory board (Aufsichtsrat) and a management board (Vorstand). The supervisory board is generally controlled by shareholders, although employees may have seats, depending on the size of the company.
