Set up an AG. From €50,000 share capital.

You form a German stock corporation (Aktiengesellschaft, AG) at the notary with at least €50,000 share capital (Grundkapital), a quarter of which must be paid in before the registration. Unlike a GmbH, you appoint a supervisory board right at formation, and the formation is audited. Plan for a few weeks rather than days.

1. 1

   Decide on founders and share capital. One or more persons take over all shares (§ 2 AktG), together at least €50,000 (§ 7 AktG), see share capital.

2. 2

   Choose a name. The name contains “Aktiengesellschaft” or a common abbreviation such as “AG” (§ 4 AktG). Whether it is free shows our company name check.

3. 3

   Adopt the articles before a notary. The articles of association are notarised (§ 23 Abs. 1 AktG); once the founders have taken over all shares in the deed, the AG is established (§ 29 AktG). There is no sample protocol and no notarisation by video as for a GmbH, see articles.

4. 4

   Appoint the supervisory board. The founders appoint the first supervisory board and the auditor for the first financial year, also before a notary; the supervisory board appoints the management board (§ 30 AktG), see governing bodies.

5. 5

   Formation report and formation audit. The founders report on how the formation went, the management and supervisory boards audit it, often together with the notary or an external auditor, see formation audit.

6. 6

   Pay in the contributions. At least €12,500 into an account of the AG, finally at the free disposal of the management board (§ 36 Abs. 2 AktG); the bank confirms the payment (§ 37 Abs. 1 AktG). You can compare providers under business accounts.

7. 7

   Commercial register. All founders and all members of the management and supervisory boards file the AG for registration (§ 36 Abs. 1 AktG). It comes into existence when it is entered; before that, it does not exist as an AG (§ 41 Abs. 1 AktG). The responsible court is listed in our commercial register directory.

8. 8

   Tax office, trade office, transparency register. The registrations with the authorities follow, see obligations after formation.

We support every step from the articles to the entry. You find our package under pricing.

The share capital is at least €50,000 (§ 7 AktG). For cash contributions, at least a quarter of the issue price must be paid in before the registration, so €12,500 of €50,000; any premium above the nominal amount is added in full (§ 36a Abs. 1 AktG). The management board calls in the rest later (§ 63 Abs. 1 AktG).

• Contributions in kind: Instead of money, founders can contribute assets, rights or a business. The object, the contributor and the number of shares are set out in the articles (§ 27 Abs. 1 AktG), and the contribution must be made in full before the registration (§ 36a Abs. 2 AktG). A formation with contributions in kind is always audited externally, see formation audit.
• Hidden contribution in kind: If the AG soon uses the money paid in to buy something from a founder, this can count as a hidden contribution in kind. The cash contribution then remains owed; only the asset's value is credited, and the shareholder must prove it (§ 27 Abs. 3 AktG).
• Partly paid shares: As long as shares are not fully paid, they must be registered shares stating the amount paid (§ 10 Abs. 2 AktG).

An AG has three governing bodies whose tasks the law keeps apart:

• Management board (Vorstand): Runs the AG under its own responsibility, without instructions from the shareholders (§ 76 Abs. 1 AktG). It can consist of one person; with more than three million euros of share capital it needs two unless the articles say otherwise (§ 76 Abs. 2 AktG). The supervisory board appoints it for at most five years; reappointment is allowed (§ 84 Abs. 1 AktG).
• Supervisory board (Aufsichtsrat): Supervises and appoints the management board. It has three members, the articles can set more (§ 95 AktG); only natural persons can be members (§ 100 Abs. 1 AktG), and nobody may sit on the management board at the same time (§ 105 Abs. 1 AktG). The first supervisory board serves at most until the general meeting on the first financial year (§ 30 Abs. 3 AktG).
• General meeting (Hauptversammlung): The shareholders elect the supervisory board and decide on the use of the balance sheet profit, the discharge of the boards, the auditor, amendments to the articles and capital measures (§ 119 Abs. 1 AktG). They decide on management matters only if the management board asks them (§ 119 Abs. 2 AktG).

You can form an AG alone: you can hold all shares and be the management board, but you need three other people for the supervisory board. If one shareholder holds all shares, this is reported to the commercial register (§ 42 AktG).

Employees only sit on the supervisory board once the AG normally has more than 500 employees; they then make up one third (§ 1 Abs. 1 Nr. 1 DrittelbG). This never applies to the first supervisory board (§ 30 Abs. 2 AktG).

The founders write a formation report on how the formation went; for contributions in kind they explain why their value is adequate (§ 32 AktG). The management and supervisory boards always audit the formation themselves (§ 33 Abs. 1 AktG). An external formation auditor is added if (§ 33 Abs. 2 AktG):

• a member of the management or supervisory board is one of the founders,
• shares were taken over for the account of such a member,
• a member has stipulated a special benefit or a fee for the formation, or
• contributions in kind or acquisitions of assets are agreed.

In small formations a founder almost always sits on one of the boards. In the first two cases the notary who records the articles can carry out the audit instead of an auditor; otherwise the court appoints the auditor (§ 33 Abs. 3 AktG). For contributions in kind, the external audit can only be skipped if listed securities are contributed at their average price over the last three months, or an independent expert determined the value no more than six months earlier (§ 33a AktG).

The audit checks whether the statements on shares, contributions, special benefits and formation expenses are correct and whether contributions in kind cover their issue price. The external auditor's report goes to the court, where anyone can inspect it (§ 34 AktG).

The articles of association are notarised; anyone represented needs a notarially certified power of attorney (§ 23 Abs. 1 AktG). They must at least set out (§ 23 Abs. 3, 4 AktG):

• name and registered seat,
• the object of the company, for industrial and trading companies with the kind of products and goods,
• the amount of the share capital and its division into par value or no-par shares,
• whether the shares are registered or bearer shares,
• the number of management board members or the rules for it,
• the form of the company's announcements.

The articles may deviate from the Stock Corporation Act only where it expressly allows (§ 23 Abs. 5 AktG). This makes AG articles similar to each other, but leaves less room for your own rules than in a GmbH. If the AG is to bear the formation costs, the articles must set out the formation expenses; this can only be changed after five years in the commercial register (§ 26 Abs. 2, 4 AktG).

• Par value or no-par shares: Par value shares are for at least €1; no-par shares have no nominal amount and divide the share capital equally, at least €1 per share (§ 8 Abs. 1–3 AktG). The articles can go down to one cent per share (§ 8 Abs. 7 AktG).
• Registered or bearer shares: Shares are registered shares. Bearer shares are only allowed if the AG is listed or the shares are held in a global certificate at a central securities depository or in a central register for electronic securities (§ 10 Abs. 1 AktG). For a new, unlisted AG this usually means registered shares and a share register in which the AG records its shareholders (§ 67 Abs. 1 AktG).
• Restricted registered shares: The articles can make transfers subject to the AG's consent (§ 68 Abs. 2 AktG). This keeps the circle of shareholders closed, for example in a family AG or for employee shares.
• Ordinary and preference shares: Shares with a preference on profits can be issued without voting rights, up to half of the share capital (§ 139 AktG).

Shares change hands without a notary, registered shares by assignment or endorsement (§ 68 Abs. 1 AktG); GmbH shares need a notarial deed for this (§ 15 Abs. 3 GmbHG). Before the AG is entered, however, shares cannot be transferred or issued (§ 41 Abs. 4 AktG).

The “small AG” (kleine AG) is not a separate legal form but the usual name for an unlisted AG with a limited circle of shareholders. It benefits from simplifications:

• Invitation by letter: If the shareholders are known by name, a registered letter replaces the public announcement (§ 121 Abs. 4 AktG). If all attend and nobody objects, the formalities fall away entirely (§ 121 Abs. 6 AktG).
• Minutes without a notary: The chair of the supervisory board signs the minutes of the general meeting; a notary is only needed for resolutions requiring a three-quarters majority, such as amendments to the articles (§ 130 Abs. 1 AktG).
• No co-determination up to 500 employees: For an AG entered after 10 August 1994, one-third employee participation only applies from more than 500 employees (§ 1 Abs. 1 Nr. 1 DrittelbG).
• No statutory audit: If the AG exceeds at most one of the three thresholds of €7,500,000 total assets, €15,000,000 revenue and 50 employees (§ 267 Abs. 1 HGB), its annual accounts need not be audited (§ 316 Abs. 1 HGB).

What remains: the three-member supervisory board, the formation audit, the strict form of the articles and an annual general meeting within the first eight months of every financial year (§ 175 Abs. 1 AktG).

For most foundings a GmbH is cheaper and faster. The differences that count at formation:

An AG pays off if many shareholders are to be involved, shares change hands often and without a notary, employees receive shares or an IPO is planned, and if the management board should lead independently of the shareholders. Otherwise a GmbH is the simpler route; it can later become an AG through a change of legal form under the Transformation Act.

We quote no flat amount for an AG: our formation cost calculator (in German) covers only the GmbH and UG, and the costs of an AG depend more on the individual case. These items arise:

• Notary: Recording the articles and the appointment of the supervisory board and auditor, drafting and certifying the registration. The fees follow the Court and Notary Fees Act (GNotKG) and rise with the share capital.
• Formation audit: If the notary carries it out, they charge a fee of their own; an external formation auditor bills by effort.
• Commercial register: The entry costs a fee under the commercial register fee ordinance.
• Contributions in kind: Valuation and audit of the contributed assets come on top.
• Ongoing: Supervisory board remuneration if agreed, the annual general meeting, bookkeeping and annual accounts, and from medium size the statutory audit.

The AG bears the formation costs only insofar as the articles set out the formation expenses, see articles. What our package includes is under pricing.

• Before the entry: The AG does not yet exist as such. Whoever acts in its name is personally liable (§ 41 Abs. 1 AktG).
• After the entry: Only the company's assets are liable to creditors, not the shareholders' (§ 1 Abs. 1 AktG). A shareholder risks at most their contribution.
• Management board: It must act with the care of a diligent and conscientious manager and is liable to the AG for breaches of duty (§ 93 AktG).
• Loss of half the capital: If half of the share capital is lost, the management board calls a general meeting without delay (§ 92 Abs. 1 AktG).
• Filing for insolvency: At the latest three weeks after illiquidity, six weeks after over-indebtedness (§ 15a Abs. 1 InsO).

After the entry, the AG has the obligations of every corporation and a few of its own:

• Tax office: The tax registration questionnaire within one month via ELSTER (§ 138 Abs. 1b, 4 AO); our filling guide (in German) walks through it, the tax office directory shows the responsible office.
• Trade office and IHK: Trade registration (§ 14 GewO), then compulsory membership of the IHK or the chamber of crafts.
• Transparency register: Report the beneficial owners (§ 20 GwG).
• Share register: With registered shares, the AG records every shareholder with name, date of birth, address and shares, and keeps the register up to date (§ 67 AktG).
• Annual accounts and general meeting: The management board prepares the accounts, within six months for a small AG (§ 264 Abs. 1 HGB), the supervisory board reviews them, and the general meeting takes place within the first eight months (§ 175 Abs. 1 AktG). They are published within twelve months (§ 325 HGB). More under annual accounts for corporations.
• Statutory reserve: 5% of the annual net profit, until the statutory and capital reserves reach 10% of the share capital (§ 150 Abs. 2 AktG).
• Taxes: As for a GmbH: 15% corporate income tax plus solidarity surcharge (§ 23 KStG) and trade tax at a 3.5% base rate times the municipal multiplier (§ 11 Abs. 2 GewStG).

As of 15 October 2026. We checked the norms against the statutory text. This guide is no substitute for legal or tax advice; for your formation, get advice from a lawyer or a tax advisor.

Statutes

• § 2 AktG
• § 7 AktG
• § 4 AktG
• § 23 AktG
• § 29 AktG
• § 30 AktG
• § 36 AktG
• § 37 AktG
• § 41 AktG
• § 36a AktG
• § 63 AktG
• § 27 AktG
• § 10 AktG
• § 76 AktG
• § 84 AktG
• § 95 AktG
• § 100 AktG
• § 105 AktG
• § 119 AktG
• § 42 AktG
• § 1 DrittelbG
• § 32 AktG
• § 33 AktG
• § 33a AktG
• § 34 AktG
• § 26 AktG
• § 8 AktG
• § 67 AktG
• § 68 AktG
• § 139 AktG
• § 121 AktG
• § 130 AktG
• § 267 HGB
• § 316 HGB
• § 175 AktG
• § 5 GmbHG
• § 37 GmbHG
• § 2 GmbHG
• § 15 GmbHG
• § 150 AktG
• § 1 AktG
• § 93 AktG
• § 92 AktG
• § 15a InsO
• § 138 AO
• § 14 GewO
• § 20 GwG
• § 264 HGB
• § 325 HGB
• § 23 KStG
• § 11 GewStG