The FlexKapG and Further Innovations by the Company Law Amendment Act 2023

08 April 2024
The Company Law Amendment Act 2023 (GesRÄG 2023) came into effect on January 1, 2024, bringing significant changes to company law. In particular, the FlexKapGG introduced the new corporate form of FlexKapG (or FlexCo). The FlexKapGG builds upon existing GmbH law, which remains applicable subsidiarily to FlexKapG. The provisions of the FlexKapGG brought innovations, especially in the areas of statutory minimum share capital, formal requirements, and employee participation. The statutory minimum share capital is no longer € 35,000, of which € 17,500 were required to be paid in at the time of incorporation, but now € 10,000, of which € 5,000 are to be paid in at the time of incorporation. This regulation is accompanied by an amendment to the GmbH Act, rendering the founding privileged GmbH obsolete. The issuance of shares is now possible from a nominal value of € 1, no longer € 70 as previously required. The formal requirements for resolutions and share acquisitions have been significantly simplified: If provided for in the articles of association, it is now sufficient for a resolution to be passed by circular resolution that all voting shareholders have the opportunity to vote; the requirement for the resolution to be in writing is no longer necessary. The transfer of shares no longer requires a notarial act. Henceforth, it is possible to implement the transfer of shares by creating a lawyer's private document. Additionally, it is now possible to issue non-voting shares from a nominal value of 1 cent. Start-ups benefit from tax advantages for employee participation. In summary, the GesRÄG 2023 brings significant facilitation and savings for company formations. The aim is undoubtedly to enhance the competitiveness of domestic companies. Whether the FlexKap meets this expectation and is accepted as an alternative to GmbH and AG by the business community will be seen in the coming years. For further inquiries, we are at your disposal at any time.