Stock Corporation Law – Law Firm – The lawyers of the Herfurtner law firm advise clients nationwide. Our clients include investors, stock corporations, management boards and supervisory board members.
Stock corporation law in Germany is regulated by the German Stock Corporation Act. There the construction of the stock corporation as well as the handling of issued shares is defined and regulated.
Our lawyers advise in particular in the following areas of stock corporation law:
- Establishment of a public limited company
- Application and entry in the commercial register
- Drafting of contracts and the statutes
- Advice and representation of management and supervisory boards (rights, duties, liability)
- Preparation and execution of general meetings
- Shareholder lawsuitsSupport in connection with the acquisition of shares and other securities
The German Stock Corporation Act is supplemented by the following regulations, among others:
- Act on the Implementation of the Shareholders’ Rights Directive (ARUG)
- German Act on the Appropriateness of Management Board Compensation (VorstAG)
- German Accounting Law Modernisation Act (BilMoG)
- Act to Modernise the Law on Private Limited Companies and Combat Abuses (MoMiG)
- Corporate Tax Reform
- German Corporate Governance Code Supplementary regulations to the German Stock Corporation Act can also be found in the German Commercial Code (HGB) and the German Civil Code (BGB)
Stock Corporation Law
The stock corporation (AG), as a marketable corporation, is basically capital market oriented. It is a corporation whose share capital is divided into shares.
As a trading company with its own legal personality (legal entity), it is liable for liabilities only to the extent of its corporate assets (§ 1 AktG). The partners (shareholders) participate in the share capital with contributions.
Organs of the stock corporation
The Management Board manages the Company’s business and acts on its own responsibility without instructions from the Supervisory Board or the shareholders. The members of the Management Board are elected by the Supervisory Board for a maximum period of 5 years.
The German Stock Corporation Act stipulates that the Supervisory Board, Management Board and shareholders meet at least once a year for the Annual General Meeting to inform the shareholders, discuss company-related matters, discharge the Management Board and approve the annual financial statements.