What is a corporation

What is a stock corporation (AG)? - Definition, organs and establishment

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The legal form AG: definition

What is an AG and how exactly is it defined? An AG as a legal form is just like a GmbH a corporation. As a corporation, it is a legal person and thus has rights, but also obligations that exist independently of the owners. The shares of the company - the shares - are held by partners or shareholders. Thus, they are the (co-) owners of the company. The co-determination rights of the shareholders are based on the amount of the share they hold in the share capital.

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The establishment of an AG

The process of establishing an AG is subject to strict regulations that are laid down in the German Stock Corporation Act (AktG).

Process of founding an AG

  • Creation and notarial certification of the articles of association
  • Takeover of the shares by the founders
  • Appointment of the supervisory board and the management board as well as the auditor
  • Creation of the formation report and subsequent formation review
  • Deposit of contributions (cash payment or transfer of contributions in kind)
  • Registration for entry in the commercial register

As soon as the company has been entered in the commercial register, the company officially exists as a stock corporation. Often, AGs are also founded within a holding structure. You can read more about the holding company and its practical applications here.

 

Share capital of the stock corporation

The share capital of an AG must be at least 50,000 euros. Based on this amount, the first shares will be issued. These can be either par value shares or no-par shares. Par value shares have a certain value, whereby the minimum amount must be one euro and only whole amounts are permitted. No-par shares are not for a specific amount, but represent a fixed part of the share capital. If 100 shares have been issued, one share equals one percent of the company's value. Whether these shares are actually issued as paper documents or whether individual securitization takes place is stipulated in the AG's articles of association.

Organs of a stock corporation

An AG has three organs: the general meeting, the supervisory board and the management board.

The general meeting

The general meeting, in which the shareholders are represented and exercise their rights, is called once a year - in addition, extraordinary general meetings can take place if it is necessary for the good of the company. The decisions that are made in the general meeting usually have nothing to do with the day-to-day business of the company, but more with organizational issues such as: B. the appointment of the supervisory board or capital reductions and increases as well as the use of profits. However, the management board can ask the shareholders to decide on an operational issue in order to protect themselves.

The board of directors

The supervisory board is the controlling body of the stock corporation. In addition to appointing and dismissing the Board of Management, it also appoints the auditor. The latter examines the annual financial statements and presents them to the Supervisory Board. In addition, the members of the Supervisory Board have access to the company's books at all times in order to be able to perform their monitoring function.

The board of directors

The board of directors manages the operational business of the stock corporation. He is independent and independent of the supervisory board and the general meeting. The board of directors represents the company externally, although the power of representation is unlimited, but only effective as a general power of representation. Individual members can only effectively represent the company if the statutes show that they have sole power of representation.

More details on all organs of the AG can be found here.

 

 

Accounting and disclosure requirements

For stock corporations there are clear rules regarding the composition of the annual financial statements and their publication. The annual financial statements of a stock corporation include the balance sheet, the income statement and the notes (ยงยง 242, 264 HGB), but not the management report. An AG is obliged to publish the annual financial statements, the scope of which depends on the size of the company.

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commercial register

Certain processes and changes in a stock corporation must be registered for entry in the commercial register. This includes e.g. B. the establishment of the stock corporation, the first board of directors and the first supervisory board, personnel changes in the committees and the respective annual financial statements of the company.

 

Transfer of shares and the initial public offering

When shares are transferred from one holder to the other, there is generally no particular form to be observed. However, it must be based on the type of shares, as, for example, a non-securitized share can be transferred by assignment. In the case of "restricted" registered shares, on the other hand, the general meeting of the AG must approve. In order to trade the shares on one of the international stock exchanges, the stock corporation must first go through the process of going public. This requires the fulfillment of certain legal requirements, which are laid down in the Stock Exchange Act and in the Stock Exchange Admission Ordinance. A listing on the stock exchange results in additional publication obligations.

 

The information published on our site is all written and checked by experts with the greatest care. However, we cannot guarantee that it is correct, as laws and regulations are subject to constant change. Therefore, always consult a specialist in a specific case - we will be happy to put you in touch.

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