1E9Ct5D

A cash contribution on the contrary requires that 50 % or 12.500 Euro (depending onwhich of these are greater) are paid up at the time of submitting the application for thecompany’s registration. In the case of the company only having one shareholder additionalsecurity must be provided for any unpaid amount of the capital. If the contribution isin kind, this contribution must be submitted in full.Furthermore, it is important to note that a GmbH is not allowed to make payments to theshareholder which might reduce the net asset below the amount of its registered sharecapital.Managing Director(s)Any person with a full legal capacity can be appointed a Managing Director. The ManagingDirector belongs to the mandatory bodies of a GmbH. Nevertheless, a Managing Directorneither needs to be a shareholder of the company nor a German resident. In thecase of only one Managing Director being appointed she or he is the sole representativeof the GmbH. Nevertheless, if more than one Managing Director is appointed they usuallyrepresent the company jointly (Furthermore, the shareholders may grant one or severalManaging Directors to represent the company individually or represent the GmbH jointlywith one or more other Managing Directors or with an authorized officer).It should be notedthat the German law distinguishes between the appointment and removal of the ManagingDirector(s) on the one hand and his Service Contract (Dienstvertrag) on the otherhand. These two issues are dealt with separately by the law.The company’s business is managed by the Managing Director(s) who apply the standardsof a prudent business person to their dealings. However, additional obligations andduties of the Managing Director(s) may be constituted by the Articles of Association orthe service contract. If the Managing Director(s) do not comply with their duties they arejointly and severally liable to the company. In detail this means Managing Directors mustnot disclose trade secrets of the company, they must ensure that the company keepsproper records, they must declare bankruptcy in the event of the company being overdeptand if half of the share capital is lost, he must call a Shareholder’s Meeting.Shareholder’s MeetingThe Sharholder’s Meeting which also belongs to the mandatory bodies of a GmbH is notonly entitled to approve Managing Directors but also to remove them. It therefore hascontrol over the management. In addition to that, the Shareholder’s Meeting adopts annualfinancial statements as well as appropriates and distributes profits.14