Company incorporation stock corporation (Aktiengesellschaft)

Task description

The stock corporation (Aktiengesellschaft – AG) is the most important company form internationally. This is a capital company in which the founding capital is divided into shares. The transfer of shares is normally easier than with other company forms. Public companies can also acquire new capital more easily than is the case with other company forms by the issue of new shares or bonds.

Company foundation process

The task for the foundation of the stock corporation is arranged so that even at the time of commissioning, you generally provide much of the information required for preparation of the founding documents. However, it is usually necessary for us to clarify in detail with you the data of the company, the founding partners and the organs of the company.

After commissioning, we first check the permissibility of the required company name by preliminary enquiries to the responsible court of registration and/or responsible chamber of commerce and industry. On request, we also check for conflicting brands, companies and domains.

Together with a notary, we then compile the founding documents on the basis of your information provided when commissioning us, which usually include the founding certificate, the founding report of the founders, the audit report of the Board and Supervisory Board and the application to the Companies Register. We agree the drafts with you, and if necessary explain the contents and consequences of the relevant regulations. If one of the founders is a foreign company, further documents are required for notarial certification. The court of registration requires confirmations that the foreign company exists, and who represents the foreign company. We will tell you which requirements apply in the individual case.

The actual company foundation takes place when the company foundation is notarially certified. The company exists from this moment, although only as a public company under foundation (AG i.Gr.) until entry in the Companies Register. After certification, the public company under foundation opens a business account, into which the shareholder or shareholders pay the capital investment assumed on foundation.

The newly appointed Board of the public company usually takes part in the certification meeting, and at this point signs the application to the Companies Register. The application to the Companies Register is submitted electronically to the court of registration as soon as the payment of the capital investment has been confirmed to the notary, and he is in possession of the required founding and audit reports.

Finally, the court of registration checks the application to the Companies Register and the foundation documents submitted, and if there are no objections, enters the public company in the Companies Register. The company suffix “under foundation” (i.Gr.) is omitted on entry.