On 26 June 2008, the German Bundestag passed the Act to Modernise the Law on Private Limited Companies and Combat Abuses (MoMiG).
"The new GmbH law gives founders and investors the necessary legal framework to put their entrepreneurial ideas into practice quickly and easily: It will be significantly easier and quicker to set up GmbHs. At the same time, this proven and successful form of enterprise will become fit for international competition: existing disadvantages will be compensated, the advantages will remain. There will be better protection for creditors in cases of crisis and insolvency. The GmbH will - once again - become a modern, lean legal form for small and medium-sized businesses," explained Federal Minister of Justice Brigitte Zypries.
If the MoMiG comes into force as planned in October/November 2008, it will be the most comprehensive reform since the GmbH Act came into existence. The law does not leave it at selective changes, but brings about a self-contained amendment of the current GmbH law. The following major lines determine the reform: flexibilisation and deregulation on the one hand, combating the risk of abuse on the other. The establishment and normal life of a GmbH are made easier. At the same time, abuses in crisis and insolvency are combated.
The adopted law has undergone some significant changes in the legislative process. A model protocol for uncomplicated standard GmbH formations is now provided for. If it is used, the articles of association must be notarised - but at very low fees if the share capital is low. The Unternehmergesellschaft (haftungsbeschränkt) as a new GmbH variant, which does not require a minimum share capital, further facilitates start-ups. Since this GmbH variant opens up a flexible and cheap option for all smaller start-ups, the minimum capital of the classic GmbH can remain at 25,000 euros as usual. German small and medium-sized businesses can therefore rest assured that the reputation and standing of "their" GmbH will not be affected. Furthermore, a number of changes have been introduced in the legislative process to improve the ability of the GmbH to be restructured in a crisis. Here, the MoMiG continues the course of facilitating the continuation and restructuring of companies in the event of insolvency.
Details on the focus of the law can also be found at: http://www.bmj.de/cms/extern.php?md5id=663cdffad43cbfa0a2aa982ad76fc275&lid=83464&pid=f&cid=5240&url=http%3A%2F%2Fwww.bmj.bund.de%2Fmomig
Source: Press release of the Federal Ministry of Justice of 21 May 2008, Published by the Press and Public Relations Department of the Federal Ministry of Justice, Responsible: Eva Schmierer; Editors: Dr. Henning Plöger, Dr. Isabel Jahn, Johannes Ferguson, Ulrich Staudigl, Mohrenstr. 37, 10117 Berlin, Telephone 01888 580-9030, Fax 01888 580-9046, E-Mail:
Goldberg Attorneys at Law, Wuppertal-Solingen 2008
Attorney at Law Michael Ullrich, LL.M.(Information Law)
m.ullrich@goldberg.de
