The Capital Increase from Company Funds of a UG to a GmbH

The transformation of a Unternehmergesellschaft (UG) into a Gesellschaft mit beschränkter Haftung (GmbH) through a capital increase is a significant step for companies, requiring careful legal examination. This blog post highlights the commercial law aspects of such a transformation and the support provided by EGIDO.

The Relevance of Commercial Law:

Commercial law regulates the legal framework for companies and their business activities. In a capital increase from UG to GmbH, the provisions of the GmbH Act (GmbHG) play a central role, governing the formation and restructuring of GmbHs.

The Importance of Sections in the GmbHG:

Some of the most important sections of the GmbH Act relevant in the context of a capital increase include:

§ 5 GmbHG - Minimum Capital: This section stipulates that the share capital of a GmbH must be at least 25,000 euros. In the context of a capital increase, it is important to ensure that this minimum capital is maintained.

§ 53 GmbHG - Resolution on Capital Increase: This section sets out the legal requirements for the resolution on a capital increase. This includes the necessary majority of shareholders as well as the form and content of the resolution.

§ 54 GmbHG - Implementation of the Capital Increase: This section regulates the registration of the capital increase in the commercial register and the publication of the corresponding announcements.

§ 55 GmbHG - Contribution Verification: According to this section, the contributions of the shareholders in a capital increase must be verified and confirmed. This ensures that the increased share capital is actually available.

The Role of EGIDO:

EGIDO offers companies comprehensive support in all commercial law matters related to a capital increase from UG to GmbH. Their services include:

Legal Advice: The cooperating attorneys of EGIDO assist companies in drafting shareholder resolutions in accordance with the requirements of the GmbH Act.
Commercial Register Application: EGIDO takes care of all formalities related to the registration of the capital increase in the commercial register and the publication of the corresponding announcements and establishes contact with the notaries.
Contribution Verification: The auditors of EGIDO conduct a comprehensive review of the contributions to ensure the legal security and compliance of the capital increase.

The commercial law aspects of a capital increase from UG to GmbH are complex and require a thorough understanding of the relevant sections in the GmbH Act. EGIDO offers companies competent support in all legal matters related to such a transformation to ensure a smooth and legally compliant process.