Corporate

Share capital (Stammkapital)

the capital of a GmbH as fixed in the articles of association. Under German law, it is at least EUR 25,000; for a UG (haftungsbeschränkt), it starts at EUR 1. It equals the sum of the nominal amounts of all shares. Serves to protect creditors. It may not flow back to the shareholders, but it may be used for running the business. In an AG (German stock corporation), it is called Grundkapital (at least EUR 50,000).

Share capital is not a blocked account. It may and should be used for running the business: for rent, goods and wages. What is prohibited is repayment to the shareholders to the extent that this eats into the share capital. Anyone who pays in only half owes the company the rest; in insolvency, the insolvency administrator collects it. Share capital does not have to be contributed in cash. A vehicle, a machine or software can also serve as a contribution in kind, but a shareholder’s own labour cannot. The value must be documented. Otherwise the person making the contribution is liable for the difference. And anyone who pays in money and shortly afterwards has the company pay for their own items or services may not have made the contribution and then owes it, in whole or in part, a second time.

Term 31 of 44 · As at 9 September 2026

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How to cite: Share capital (Stammkapital), in: Berlin Online Glossary of German Business Law, published by STRUB.LAW, as at 9 September 2026, https://strub.law/en/glossary/share-capital/, CC BY 4.0

*This licence applies only to the written entries of the Berlin Online Glossary.

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