1. General information about the purpose of the company
According to Section 3 Paragraph 1 No. 2 GmbHG, the Articles of Association must state the purpose of the GmbH.
For identification purposes, the corporate purpose of a GmbH must be entered in the commercial register in accordance with Section 10 (1) GmbH. This regulation aims to make the focus of business activities clear to the economic circles involved.
The purpose of the company must specify the area of activity of the GmbH. General information for the purpose of the company, e.g. B. “Operation of a commercial business” or “Trade in goods” do not meet the mandatory requirements of § 3 Para. 1 No. 2 GmbH.
2. Terminology and determination of the corporate purpose of a GmbH
The purpose of the company describes the specific activities of the company and specifies its business activities and its business areas.
There are no predetermined fixed formulations for naming the company’s purpose.
The naming of the operative branch, e.g. B. production, trade, sales, services etc.
In addition, the purpose of the company must be further defined or specified using the following determinants:
- which products are manufactured (food, components, composites, etc.);
- which products are sold or which products are traded;
- what type of service is provided.
3. The purpose of the company as a framework for action and liability case for managing directors and shareholders
The object of the company “binds” both the managing director and the shareholders of the GmbH.
a) Manager’s authority to act
The managing director, as the representative body of the GmbH, should know the company’s purpose and keep an eye on his actions.
Because leaving the corporate purpose would mean unauthorized action by the managing director, which can trigger claims for damages by the GmbH and the shareholders against the shareholder.
b) Non-competition clause for the shareholders
The purpose of the company provides the framework and fields for the shareholders in which they (can) be subject to a non-competition clause. i.e. in this area, the shareholders are not allowed to become actively operational without further ado or participate passively as shareholders. They are required to do so by the duty of loyalty under company law in the GmbH.
If this is violated and the articles of association do not provide for an exemption, this can justify claims for damages by the GmbH against the shareholders.
This article does not constitute concrete and individual legal advice, but only provides a rough initial overview of the very complex legal matter described. You can only obtain legal certainty for your specific case constellation through coordinated examination and advice from a competent lawyer.
I am happy to be at your disposal as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. the company, the management and/or the (co-)shareholders. Feel free to contact me by phone or write to me.
I advise nationwide on site or via zoom as a specialist lawyer in the areas of corporate law, tax law and insolvency law, especially in the cities and metropolitan areas around Stuttgart, Heilbronn, Karlsruhe, Freiburg, Ulm, Augsburg, Munich, Frankfurt, Wiesbaden, Saarbrücken, Kaiserslautern, Bonn, Wuppertal, Duisburg, Nuremberg, Munster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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