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German company law
German company law (''Gesellschaftsrecht'') is an influential legal regime for companies in Germany. The primary form of company is the public company or ''Aktiengesellschaft'' (AG). The private company with limited liability is known as a ''Gesellschaft mit beschränkter Haftung'' (GmbH). A partnership is called a ''Kommanditgesellschaft'' (KG).
Since 2004, many prominent German companies have converted to become a European Company, or Societas Europaea (SE).
==History==
In Germany, through most of the 19th century the ''Kommanditgesellschaft'' (''société en commandite'' in France) was the typical form of business organisation. A "KG" had at least one member with unlimited liability, but other investors' liability was limited to their contribution. A special concession was not required for setting up this company. The first German public company statute was the Prussian Act of 1843. In 1861 the ''Allgemeines Deutsches Handelsgesetzbuch'' or the General Commercial Code for all of Germany, as well as Austria, was enacted, which devoted a section to joint stock companies. This allowed incorporation with limited liability. Companies would be constituted with a single board of directors, though they had the option of a two-tiered board system, involving shareholders appointing a supervisory board, which could in turn elect the management board.〔Allgemeines Deutsches Handelsgesetzbuch §225〕
There were updates to the ''Allgemeines Deutsches Handelsgesetzbuch'' in the ''Aktiennovelle von 1870'' (New Company Act 1870)〔C Windbichler, ''Gesellschaftsrecht'' (22nd ed. Beck 2009) 298, stating the law was concerned mostly with formal requirements for company structures. The following "Gründerzeit" (period of company foundations) saw a lot of abuse since there were few protections for shareholders or creditors over how their money was used.〕 and again in 1884.〔On the latter, see ''Gesetz betreffend die Kommenditgesellschaften auf Aktien und die Aktiengesellschaften'' (AktG) v. 31.7.1884 (RGBl. S. 123-70), which served as a model in Japan〕 The 1884 reform mandated that companies have a two-tier board, with the justification that free registration rather than a system of state concession meant a supervisory board was needed to take over the state's monitoring role.〔See Handelsgesetzbuch §209; and see P Hommelhoff and W Schubert, ''Hundert Jahre Modernes Aktienrecht'' (1985); KJ Hopt, 'Zur Funktion des Aufsichtsrats im Verhältnis von Industrie und Bankensystem' or 'Law and the Formation of the Big Enterprises in the 19th and 20th Centuries' in N Horn & J Kocka (eds) (1979) 227〕 The members of the supervisory board were not allowed to serve on the management board. However, shareholders could still directly elect management board members if they so wished.〔Handelsgesetzbuch § 236〕 Further reforms led to the ''Handelsgesetzbuch'' of 1897, but without changing the basic structure.〔C Windbichler, ''Gesellschaftsrecht'' (22nd ed. Beck 2009) 299〕
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