GmbH Registration Requires Proof of Capital Payment, Court Rules
Berlin's Court of Appeal has clarified that a GmbH can only be registered in the commercial register once its share capital has been effectively paid. Simply holding cash is insufficient.
Berlin's Court of Appeal (Kammergericht) has reinforced the requirement for companies seeking GmbH (Gesellschaft mit beschränkter Haftung) registration to demonstrate that their share capital has been duly paid. The court ruled that registration is contingent upon the founders having transferred the capital, at least to the minimum required amount.
The case involved a founder who, unable to open a bank account for the new GmbH, claimed to have paid the capital in cash and held it personally for the company. The commercial register doubted this claim and requested further proof.
The Court of Appeal found that the founder's assurance was not sufficient to prove the final transfer of capital to the company's disposal. Merely holding the cash was deemed insufficient to objectively demonstrate the transfer of funds into the GmbH's separate assets.
This decision aligns with legal provisions for proper capital formation in GmbHs. While funds need not always be transferred to a company bank account, cash contributions must be clearly traceable and demonstrably transferred to the company's assets, separate from the founders' personal wealth.