Aktiengesellschaft (AG) anmelden

A stock corporation (AG) is a legal entity, i.e. a company with its own legal personality. Shareholders can be both legal and natural persons. As a legal person, it itself has rights and obligations. Even if the AG does not operate a business, it is one of the commercial companies, whereby the commercial law regulations of merchants (Commercial Code - HGB) apply to it.

A Management Board consisting of at least one member (e.g. the sole shareholder) and a Supervisory Board with at least 3 members must be appointed. For the foundation, the articles of association, the articles of association, must be notarized. In addition, the AG must be registered by all founders and members of the Management Board and the Supervisory Board for entry in the commercial register of the competent court. Section 37 of the German Stock Corporation Act (AktG) contains special requirements regarding the content of the application.

Only through entry in the commercial register does the AG become a legal entity. Since the AG is a corporation, it is entered in section B of the commercial register.

Before the AG can be registered, the amount claimed for each share must be duly paid in and finally available to the Management Board.

In the application, the following must also be indicated:

• a domestic business address,
• Nature and scope of the power of representation of the members of the Management Board.
   

• Registration
• Certificate of incorporation with articles of association
• Certificates of appointment of the Management Board and the Supervisory Board
• in the case of §§ 26 and 27 AktG, the contracts on which the determinations are based or have been concluded for their execution as well as a calculation of the start-up costs incurred by the company
• List of members of the Supervisory Board with indication of the surname, first name, profession and place of residence of the members
• Proof that the amount paid in is finally at the free disposal of the Management Board (bank confirmation)
• Founding Report
• Audit reports of the members of the Management Board and the Supervisory Board as well as the founding auditors together with their documentary documents
• Certificate of approval, if the object of the company or another provision of the articles of association requires state approval

In individual cases, further documents may be required.
 

The amount of the fee for registration is determined by the Act on Costs of Voluntary Jurisdiction for Courts and Notaries (GNotKG) in conjunction with the Ordinance on Fees in Commercial, Partnership and Cooperative Register Matters. In addition, expenses are incurred for the public announcement of the registration.

The registration of the stock corporation takes place at the register court at the registered office of your company.

The management of the commercial registers in Hesse is based on the local courts

Bad Hersfeld, Bad Homburg vor der Höhe, Darmstadt, Eschwege, Frankfurt am Main, Friedberg, Fritzlar, Fulda, Gießen, Hanau, Kassel, Korbach, Königstein im Taunus, Limburg an der Lahn, Marburg, Offenbach, Wetzlar, Wiesbaden

concentrated. Jurisdiction does not always lie with the district court in whose district the registered office of the company concerned is located.