The start of self-employment is also possible with the legal form of an entrepreneurial company (UG). The entrepreneurial company is a variant of the conventional GmbH and is colloquially also called mini-GmbH , since liability does not generally run over the private assets of the shareholders. Liability is therefore normally limited to the UG business assets. In addition, the entrepreneurial company (limited liability) offers an alternative to the English Limited . Since the UG or Mini-GmbH has limited liability, it is a newer form of corporation.
The law for the modernization of GmbH law and for combating abuse of October 23, 2008 created the legal requirements for the establishment and operation of the entrepreneurial company (UG). The entrepreneurial company is not an independent legal form, as it is only a variant of the GmbH (“ mini-GmbH ”). It is suitable for start-ups of smaller companies , especially for service providers. It has the advantage that its liability is limited and that it gets by with less capital than the real GmbH. It is also important to always include the addition of an entrepreneurial company (limited liability).
Formation of formation of the mini GmbH
At least one partner is required to set up an entrepreneurial company (mini-GmbH) . The minimum amount for the share capital is only one euro. However, the amount of capital should always be based on specific needs, since too little capital always carries a high risk of insolvency. The minimum share capital must be paid in full and in cash before registering with the commercial register. Contributions in kind, as is possible with a GmbH, cannot be made. If a share capital of more than 25,000 euros is paid in, it is no longer an entrepreneurial company (UG), but a GmbH.
The sample protocol for the entrepreneurial society
For the establishment of a UG (limited liability), a partnership agreement is required, which must be notarized. A sample protocol can also be used that combines the partnership agreement, the appointment of the managing director and the list of shareholders. The sample protocol must also be certified by the notary. The GmbH law can be accessed on the Internet; it contains two sample protocols as an attachment. One sample protocol can be used for the establishment of a one-person company, the other sample protocol can be used for companies with up to three founders. The notarized sample protocol is a prerequisite for registering with the commercial register.
Creation of reserves and conversion into a GmbH
In the case of a UG (limited liability), profits may not be distributed in full. 25 percent of the profit must flow into the legally required reserve until a minimum share capital of 25,000 euros has been saved. There is no time limit for this. If the company does not generate any profits, it does not have to create any statutory reserves. Entrepreneurs can avoid the obligation to save if they distribute profits covertly, for example through excessive executive salaries. The restrictions do not apply if the company increases the share capital to at least EUR 25,000. The shareholders are free to switch from the mini GmbH to a conventional GmbH or to retain the designation as an entrepreneurial company UG (limited liability).
Liability in the basement
For the UG, the liability regulations apply in accordance with the GmbH Act. The shareholders are obliged to file for insolvency; violation of these is punishable and brings the managing directors to personal liability. Partners are normally not called personally for liability, as they are only liable with the initial contribution made in each case. But there are exceptions. For example, in the event of certain criminally relevant acts, liability can also be extended to the private assets of the shareholders or managing directors. Such an exception exists when the shareholders take out personal loans. Even in the event of violations of the rules on the GmbH capital and certain claims for damages, the shareholders are obliged to be liable for their personal assets.
Identification of the company
Different names can be chosen for the basement:
- Personal names
- Material names
- Fantasy names
- Mixed names.
In addition to the name, the designation “Unternehmergesellschaft (limited liability)” or “UG (limited liability)” is required. The brackets for “limited liability” must not be omitted, the addition “limited liability” must not be shortened.
Taxes and accounting obligations in the basement
According to acronymmonster, the same tax liability applies to the entrepreneurial company as to the GmbH. She has to pay corporation tax and trade tax; capital gains tax is payable on profit distributions to shareholders. The entrepreneurial company UG must pay the solidarity surcharge. The provisions of the Commercial Code apply to bookkeeping in the UG. Just like the GmbH, the UG is obliged to legally double-entry bookkeeping. It must prepare an annual balance sheet and a profit and loss account, a management report can be requested, depending on the size of the UG (limited liability).