Summary
The formation of a stock corporation 💬Aktiengesellschaft (AG) in Germany requires a minimum share capital of €50,000, with at least part of it paid in at incorporation. The process involves drafting and notarising the articles of association, subscribing to shares, appointing the management bodies—including the executive board, supervisory board and general meeting—as well as depositing the share capital and registering with the commercial register. The AG structure allows for capital raising through shares and offers limited liability to its stockholders.
Contents
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Intro
Setting up German stock corporation 💬Aktiengesellschaft or AG is more complex that your regular limited liability company but follows mostly the same steps.
You begin by drafting the articles of association, which define the company’s objective, capital, and governance. These articles must then be notarised during an appointment with a notary. Once notarisation is complete, the founding stockholders take over their subscribed shares, officially becoming part of the company.
Next, the corporate bodies of the AG are appointed: the executive board 💬Vorstand, the supervisory board 💬Aufsichtsrat, and the general meeting 💬Hauptversammlung. A detailed formation report is then prepared to confirm that all formation requirements have been met. The share capital contributions are deposited into a business bank account, after which the company can be entered into the commercial register 💬Handelsregister.
Finally, the business must be registered with the local trade office 💬Gewerbeamt, and a third-party auditor carries out a formation audit to verify the legality and accuracy of all formation steps. Let’s look at these steps in more depth.
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Notarisation of the articles of association
To form a stock corporation, the first step is to draw up articles of association 💬Satzung which a notary has to certify. The founders, the future executive board and the future supervisory board must be present at the notarisation.
The articles of association contain, among other things:
- Name of the company and registered office
- Amount of share capital 💬Grundkapital
- Nominal amount and number of shares, if there are different nominal amounts, all listed
- Type of shares: registered 💬Namensaktien or bearer 💬Inhaberaktien
- Details of how the AG makes announcements 💬Bekanntmachungen
- Number of board members 💬Vorstandsmitglieder or rules by which the number is determined
Shares
After the founders adopt the articles of association, they must commit to ‘take over all the shares’. However, the contribution for the securities doesn’t have to be made immediately—the founders can do this after the notary appointment.
Appointing the corporate bodies
Next is the appointment and notarisation of the supervisory board. This is the first corporate body of an AG.
After the supervisory board has been appointed, the founders can also appoint the auditor 💬Abschlussprüfer . The auditor also takes care of the annual financial statement for the first business year.
The supervisory board then appoints the executive board. The third corporate body is the general meeting, which takes place at least once a year.
Read more about the corporate bodies here.
Formation report
The founders must prepare a formation report 💬Gründungsbericht on the formation of the AG for maximum transparency. This report must contain, for example:
- Amount of share capital
- Details about the ‘takeover of the shares’ by the founders
- Confirmation that the capital contributions are at the free disposal of the executive board
- List of the members of the first supervisory board and the executive board.
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Deposit the share capital contributions
The minimum share capital for establishing an AG is €50,000. You do not need to pay in the full amount immediately—an initial contribution of at least 25% of the share capital is sufficient at the start.
If the nominal value of the issued shares is higher than the minimum contribution, the corresponding amount must be paid in accordingly.
Entry into the commercial register
To complete the incorporation and give the stock company full legal capacity, the company must be entered in the commercial register. All founders, executive board members and supervisory board members must sign the application for the commercial register.
Along with the application, a list of all members of the executive board and supervisory board must be submitted, as well as the documents confirming their appointment.
The application must also state the issue price of the shares and include proof that the required contributions have been paid in.
The district court then reviews whether the company has been properly formed. Once everything is approved, the entry is published and the company incorporated.
Learn more about company formation in Germany.
Conclusion
Establishing a stock corporation in Germany offers access to capital markets, strong credibility and limited liability, but comes with significant regulatory and administrative requirements. Ensure that the minimum share capital is met, all corporate bodies are properly appointed, and the company is registered in the commercial register. For founders aiming at large-scale growth or investor participation, the AG structure provides a powerful but demanding corporate framework.
