Gesellschaftsrecht

Gesellschaftsrecht, often translated as corporate or company law, is the branch of German private law that regulates the formation, organization, governance, and dissolution of legal entities such as corporations, partnerships and cooperatives. It is primarily contained in the Handelsgesetzbuch (HGB), Aktiengesetz (AktG), GmbH‑Gesetz (GmbHG) and the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbHG), as well as in the Bürgerliches Gesetzbuch (BGB) for certain partnership forms. The core purpose of Gesellschaftsrecht is to balance the interests of shareholders, creditors, employees and the public by establishing clear rules for the allocation of rights and duties within a legal entity.

Key legal forms under German Gesellschaftsrecht include the Aktiengesellschaft (AG), a stock corporation whose shares may be publicly traded; the Gesellschaft mit beschränkter Haftung (GmbH), a limited‑liability company suited to smaller enterprises; the Kommanditgesellschaft (KG), a limited partnership; and the Offene Handelsgesellschaft (OHG), a general partnership. Each form is distinguished by its required capital, liability structure, governance bodies and disclosure obligations. For instance, an AG must have a supervisory board and a management board, whereas a GmbH is governed by one or more managing directors and, if required, a supervisory board.

Gesellschaftsrecht also addresses corporate restructuring, mergers, take‑overs, and insolvency procedures, providing mechanisms for the protection of minority shareholders and the orderly continuation of business operations. Recent legislative amendments have focused on enhancing transparency, strengthening shareholder rights, and adapting to digitalization, such as allowing electronic shareholder meetings. The field continually interacts with European Union directives, which harmonize certain aspects of company law across member states while preserving the distinctive features of the German legal system.