Is it normal to act without a purpose?

Object of the company and purpose of the company - definition of terms

Company law differentiates between the company's purpose and its purpose.

The purpose of the company describes the area and type of activity of the company. It can be both commercial and ideal. The company's purpose is to be entered in the commercial register so that third parties can find out more about it.
The purpose of the company is often the same as the object of the company, but does not have to be identical to it. It defines what the shareholders want to achieve with the company. That is more comprehensive than the concept of the corporate object. The company's object is therefore normally the means by which the shareholders pursue their corporate purpose.

According to § 1 GmbHG, a GmbH may be set up with any legally permissible corporate purpose. In addition to business purposes, a GmbH may also serve private or non-material purposes. The purpose may just not violate a legal prohibition or good morals. A GmbH for the pursuit of criminal goals would therefore be inadmissible, for example.

The purpose of the company makes the focus of the company's business activities recognizable to the outside world. In addition, the company's purpose protects the shareholders. The managing director is obliged to act only within the company's purpose. If he arbitrarily exceeds these competencies, his actions are still effective. However, he may be liable for damages.

The specification of a company object such as "trading in goods of all kinds" or "running a commercial business" is generally not permitted and is not entered in the commercial register. The entry "import of goods of all kinds" can exceptionally be permissible and registrable if the radius of action of the company is actually that wide. The information must be individualized and give a rough outline of the company's field of activity and allow it to be assigned to a line of business.

However, rough classifications such as "trade in woven goods", "operation of restaurants", "implementation of building construction measures and all related work" are sufficient.
Additional additions such as "... and related business" or "including the acquisition of holdings and the establishment of branches" are widespread. They should serve the mobility of the company, so that every expansion of business activities into adjacent areas or every expansion of auxiliary business does not directly necessitate an amendment to the articles of association. They are permissible as long as a reference to the main subject is recognizable. An additional addition such as "... and all other transactions" would therefore be inadmissible. Such an addition no longer does justice to the limiting function of the corporate object.

If you want to change the object of the company later, an amendment to the articles of association is required - to be notarized.

If the company nevertheless works wholly or partially in another area without an amendment to the articles of association, the company does not become ineffective. The shareholders, the managing directors or the supervisory board can bring an action for annulment (Section 75 GmbHG) if certain limits are exceeded and the business activity can no longer be brought into line with the corporate purpose entered in the commercial register. In addition, the registry court can also delete the company ex officio, Section 397 FamFG. Such a procedure for deletion ex officio can also be initiated at the suggestion of another.

This offers potential competitors a gateway, so that it makes sense to secure significant deviations from the original corporate purpose by amending the articles of association. We'd be happy to advise you.


Contact: [email protected]
Status: June 2017


We would be happy to advise you personally, by phone or email. You are welcome to e-mail, fax or post us your request including the relevant documents without obligation as a PDF. We look through them and then get in touch with you to make you a non-binding offer for a mandate. A mandate only comes into being with a written mandate.
We ask for your understanding: We cannot provide legal advice free of charge.


The corporate law department at Brennecke & Partner Rechtsanwälte is supported by:

 Harald Brennecke, lawyer

Attorney Harald Brennecke is a specialist lawyer for commercial and corporate law as well as a specialist lawyer for insolvency law.

He advises, represents and accompanies shareholders, managing directors and companies

  • Choice of legal form
  • Choice of company name
  • Company formations:
    E.g. advice on corporate concepts, drafting of articles of association, management contracts, registrations in the commercial register, preparation and support for notary appointments
  • Disputes between shareholders
  • Liquidation of companies
  • Company acquisitions
  • Due diligence
  • Management contracts
  • Restructuring, bankruptcy avoidance and bankruptcy support:
    Harald Brennecke has been involved in corporate restructuring since 1999. As a specialist lawyer for insolvency law, he advises and accompanies restructurings and supports managing directors and shareholders in company insolvencies. He supports managing directors in the corporate crisis with regard to the liability risks that exist for them as well as shareholders in the interest of safeguarding corporate values. He supports the search for investors and venture capital, accompanies negotiations and draws up investor contracts.


Attorney Harald Brennecke has published in corporate law and insolvency law:

  • "The right of the GmbH", Verlag Mittelstand und Recht, 2015, ISBN 978-3-939384-33-5
  • "The partnership agreement of the GmbH - The GmbH statutes in theory and practice", 2015, Verlag Mittelstand und Recht, ISBN 978-3-939384-40-3
  • "The company purchase - legal risks when buying and selling medium-sized companies", 2014, Verlag Mittelstand und Recht, ISBN 978-3-939384-18-2
  • "The liability of the GmbH managing director", 2014, Verlag Mittelstand und Recht, ISBN 978-3-939384-29-8
  • "Company law in insolvency", 2014, Verlag Mittelstand und Recht, ISBN 978-3-939384-26-7
  • "Die Limited in der Insolvenz", 2014, Verlag Mittelstand und Recht, ISBN 978-3-939384-34-2
  • "The insolvency plan - restructuring instrument in insolvency", 2007, Verlag Mittelstand und Recht, ISBN 978-3-939384-03-8
  • "The rule insolvency - insolvency for entrepreneurs and companies", 2014, Verlag Mittelstand und Recht, ISBN 978-3-939384-07-6
  • "Shareholder interests in the public limited partnership: rights of the limited partners of a public limited partnership to obtain information against trustees", 2014, Verlag Mittelstand und Recht, ISBN 978-3-939384-28-1
  • "The Shareholders' Meeting: A Guide", Harald Brennecke and Dipl.-Jur. Marc Schieren, M. L. E., 2016, Verlag Mittelstand und Recht, www.vmur.de, ISBN 978-3-939384-50-2
  • "Doctor's Practice - Purchase and Transition", Harald Brennecke and Michael Kaiser, 2016, Verlag Mittelstand und Recht, www.vmur.de, ISBN 978-3-939384-54-0

The following publications by lawyer Brennecke are in preparation:

  • The due diligence - legal examination when buying a company
  • The liquidation of the corporation
  • The entrepreneurial society (UG)

Harald Brennecke is a lecturer in corporate law and insolvency law at the DMA Deutsche Mittelstandsakademie and a member of the insolvency law working group in the DeutscherAnwaltVerein.
It offers training courses, lectures and seminars on the following topics, among others:

  • Corporate law for tax advisors and management consultants - basics of corporate law
  • Drafting articles of association - basics and risks
  • The entrepreneurial company (limited liability) - small chance, big risk
  • Which type of company is the right one? Advantages and disadvantages of the legal forms for entrepreneurs
  • Management liability - management of corporations; the last great adventure of western civilization
  • Bankruptcy law for founders and living companies: Learning from the bankruptcies of others means avoiding your own risk of bankruptcy
  • Corporate restructuring: head out of the sand! If you react too late, you will never react again.
  • Insolvency law for tax advisors - Basics of insolvency law for tax advisors and auditors
  • Insolvency law for business consultants - recognizing and preserving reorganization opportunities
  • Insolvency advice: the (enormous) liability risk of the restructuring advisor

Contact attorney Harald Brennecke at:
Mail: [email protected]
Phone: 0721-20396-28

 

Monika Dibbelt, lawyer, Bremen

Lawyer Monika Dibbelt advises and represents shareholders, representative bodies and companies in all matters

  • the incorporation under company law,
  • Appointment of organs,
  • Examination and advice of authorization to represent
  • Drafting of contracts
  • Review of contracts (e.g. managing directors)
  • Internal disputes in company investments

Ms. Dibbelt specializes in corporate restructuring. She assists with the conversion into another legal form, corporate mergers and mergers. She also advises clients on the advantages and possible consequences of the business split-up. Thanks to the wide range of design options, this enables, for example, a limitation of liability in the event of insolvency. However, the business split can also lead to tax consequences and disadvantages upon termination. In this regard, it answers questions about opportunities and risks from both a corporate and tax law perspective.

She also accompanies and advises on the liquidation and dissolution of companies as well as crises and the avoidance of insolvency. The focus of her work is on raising and maintaining capital, fulfilling restructuring obligations and conversion measures, as well as preventing shareholder and board liability. Furthermore, she supports with measures within the framework of the insolvency plan as well as with internal and extrajudicial disputes between the shareholders about the restructuring.

Ms. Dibbelt is particularly interested in examining the consequences of corporate and tax law if a partner leaves. She advises on questions relating to the separation of managing directors, changes in shareholders or the inclusion of additional shareholders. In addition, she advises on issues relating to the continuation of the company and the structuring of successor regulations.

Lawyer Monika Dibbelt has published in corporate law:

  • Accounting, Carola Ritterbach, Monika Dibbelt and Jens Bierstedt LL.M., 2016, Verlag Mittelstand und Recht, www.vmur.de, ISBN 978-3-939384-49-6
  • Criminal tax law - criminal liability of corporate bodies, Monika Dibbelt, Carola Ritterbach and Alexander Mayr, 2016, Verlag Mittelstand und Recht, www.vmur.de, ISBN 978-3-939384-48-9 Taxation of partnerships, Carola Ritterbach, Monika Dibbelt and Jens Bierstedt LL.M., 2016, Verlag Mittelstand und Recht, www.vmur.de, ISBN 978-3-939384-52-6
  • Return of management or termination of restructuring advice, author (s): Volker Römermann / Monika Dibbelt, trade journal: BBP (Betriebswirtschaft im Blickpunkt), pages 183 - 185, edition 8/2013
  • The partnership with limited professional liability, author (s): Volker Römermann / Monika Dibbelt, trade journal: Humboldt Forum Recht - The Internet legal journal at the Humboldt University of Berlin, pages 38 - 48, issue 5/2013
  • Return of management or termination of restructuring advice, author (s): Volker Römermann / Monika Dibbelt, trade journal: BBP (Betriebswirtschaft im Blickpunkt), pages 183 - 185, edition 8/2013
  • "New regulations for executive board remuneration by the VorstAG", Mittelstand und Recht, 3/2009
  • Legal and valuation issues when taking over the practice, author (s): Volker Römermann / Monika Dibbelt, trade journal: Adviser supplement to the client circular from Stollfuß-Verlag, pages XI - XV, edition 3/2013
  • The partnership with limited professional liability - part 3, author (s): Volker Römermann / Monika Dibbelt, trade journal: Adviser supplement to the client circular of the Stollfuß publishing house, pages XI - XV, issue booklet at the turn of the year 2012/2013
  • The partnership with limited professional liability - part 2, author (s): Volker Römermann / Monika Dibbelt, trade journal: Adviser supplement to the client circular of the Stollfuß-Verlag, pages VII - XI, edition 7/2012
  • The partnership with limited professional liability - part 1, author (s): Volker Römermann / Monika Dibbelt, trade journal: Adviser supplement to the client circular of the Stollfuß publishing house, pages X - XV, edition 6/2012

Further publications are currently in preparation and planning.

Monika Dibbelt is a lecturer in corporate law at the DMA Deutsche Mittelstandsakademie. It offers training, lectures and seminars on the following topics, among others:

  • The business split - corporate and tax law aspects
  • Company restructuring - conversion to another legal form, mergers and mergers
  • Continuation of the company and design of successor regulations
  • Resignation of shareholders - consequences under corporate and tax law
  • Change of shareholders - the sale of company shares
  • Society in Crisis - Recognize, Act and Prevent Liability
  • Dissolution and liquidation of companies
  • Liability risks of managing directors and shareholders - Understanding and avoiding

Contact lawyer Monika Dibbelt at:
Mail: [email protected]
Phone: 0421-22 41 987-0

 

Standards: § 1 GmbHG; Section 3 GmbHG

We ask for your understanding that we cannot provide legal advice free of charge.