AG Company Formation in Germany (Aktiengesellschaft)

Step 1: Confirm the AG is the right vehicle

1. Weigh the AG against the GmbH. Choose an AG for IPO readiness, institutional investors, employee share programmes, freely transferable shares, and market prestige. Choose a GmbH for SME simplicity, a controlled shareholder circle, and lean governance.

The AG's advantages come at a price: higher minimum capital, a mandatory supervisory board, a founding report and formation audit, and heavier ongoing governance, including a mandatory annual audit for mid-sized and large AGs. The full comparison is in the AG-vs-GmbH table further down. For a holding structure specifically, see German holding company formation.

Step 2: Founders, shares & capital structure

1. Establish the founders. One or more founders draw up the articles and take over all the shares (§ 2 AktG). The company is constituted once all shares have been taken over (§ 29 AktG). A single-founder Ein-Personen-AG is permitted.
2. Design the share structure. Shares are either par-value shares (Nennbetragsaktien) with a minimum nominal value of €1, or no-par shares (Stückaktien) with a minimum notional value of €1 (§ 8 AktG).
3. Mind the floor. Shares may not be issued below their nominal or notional amount (§ 9 AktG).

The total share capital must be at least €50,000 (§ 7 AktG), divided into shares that respect the €1 minimum value. You decide how many shares to issue and at what nominal or notional value above that floor.

Step 3: Draft & notarise the articles (Satzung)

1. Record the articles before a notary. The articles of association (Satzung) must be recorded by a German notary (§ 23(1) AktG).

The Satzung must state the company name (carrying "Aktiengesellschaft" or "AG"), the registered seat, the amount of the share capital, its division into shares, the type of shares, and the number of management board members. As with the GmbH, notarisation is mandatory and not a formality you can skip.

Step 4: Appoint the supervisory board and management board

The AG has a two-tier board, and the order of appointment is set by statute.

1. Founders appoint the first supervisory board and the statutory auditor at formation.
2. The supervisory board then appoints the first management board (§ 30 AktG).

The order matters: the supervisory board (Aufsichtsrat) is appointed first and is the body that appoints the management board (Vorstand), not the other way round.

The supervisory board must have at least three members (§ 95 AktG). The two boards are strictly separated: the same person may not sit on both. This non-overlapping, two-tier structure is fundamental to the AG and has no GmbH equivalent.

Step 5: Founding report & formation audit

This is the AG-specific gate that a GmbH never faces.

1. Prepare the founding report (Gründungsbericht). The founders prepare a written report on the formation: the takeover of shares, the contributions made, any in-kind assets, and any prior acquisition costs (§ 32 AktG).
2. Carry out the formation audit (Gründungsprüfung). The management board and the supervisory board audit the formation. An external formation auditor (Gründungsprüfer) is additionally required in defined cases (§ 33 AktG), for example where there are in-kind contributions, or where a member of the management or supervisory board is among the founders.

There is no GmbH equivalent to this. The founding report and formation audit are a real driver of both cost and time for an AG, especially where in-kind contributions trigger the external auditor.

Step 6: Open the bank account & pay in the capital

This is the point most often confused with the GmbH, so read it precisely.

1. Open a bank account for the AG in formation.
2. Pay in the cash contributions. Under § 36a(1) AktG, for cash contributions at least one quarter of the minimum issue price of each share must be paid in, plus any premium (Agio) in full. With the €50,000 minimum capital, this works out to €12,500 in cash before the registration application.
3. Ensure free disposal. The funds must be definitively at the management board's free disposal (§ 36(2) AktG).
4. Render in-kind contributions in full. Any in-kind contributions must be rendered in full (§ 36a(2) AktG).

Note carefully: the €12,500 is not a flat "half the capital" rule like the GmbH's. It is a consequence of the §36a formula, one quarter of each share's minimum issue price plus full premium, applied to the €50,000 floor. State a higher capital, or attach a premium, and the cash required before registration changes accordingly.

Step 7: Handelsregister application & entry

1. All founders and all board members file. The registration application is filed with the competent local court by all founders together with all members of the management board and the supervisory board (§ 36(1), § 37 AktG).
2. Wait for entry. The court reviews the filing and enters the AG in the Handelsregister.

Warning: the AG does not exist as a stock corporation until it is entered in the Handelsregister. Anyone acting in its name before entry is personally liable (§ 41 AktG). Do not commit the company to obligations before the register entry is made.

Step 8: Post-registration

After the Handelsregister entry, the downstream steps mirror the GmbH path:

1. Gewerbeanmeldung with the local trade office.
2. Finanzamt tax registration via ELSTER, which produces the tax number and, on application, the VAT ID (USt-IdNr.).
3. Transparenzregister beneficial-owner filing.

These mechanics are shared with the GmbH and are covered in full in the GmbH formation walkthrough, so we do not repeat them here.

AG governance: the three organs

An AG is governed by three statutory bodies, and this two-tier, non-overlapping structure is its defining feature:

• Management board (Vorstand). Manages the company under its own responsibility (§ 76(1) AktG). It runs the business; it is not subordinate to the supervisory board in day-to-day management.
• Supervisory board (Aufsichtsrat). Oversees and supervises the management board (§ 111 AktG) and must have at least three members (§ 95 AktG). It appoints and monitors the Vorstand but does not manage.
• General meeting (Hauptversammlung). The forum where the shareholders exercise their rights (§ 118(1) AktG), such as approving the financial statements, electing supervisory board members, and resolving on fundamental matters.

The Vorstand and the Aufsichtsrat are strictly separate, with no overlapping membership. Larger AGs are also subject to a mandatory annual audit and, depending on workforce size, employee co-determination rules on the supervisory board; these exist but their precise thresholds are outside the scope of this formation guide and are best confirmed for your specific case.

AG vs GmbH: the decision frame

The table below sets out the practical differences that drive the choice between the two forms.

In short: the AG buys you transferable shares, capital-market access, and prestige, at the cost of higher capital, a mandatory two-tier board, and the founding report plus formation audit. The GmbH stays leaner and cheaper for a closely held company.

AG formation costs & timeline

Separate from the €50,000 capital, the AG's distinctive cost items are:

• Handelsregister first entry: €450 (No. 2102 HRegGebV, in force since 1 June 2025), double the €225 GmbH/UG fee (No. 2100).
• Notary fees: typically four figures (from around €1,000), higher than for a GmbH [MED].
• Formation auditor fee: possible where an external Gründungsprüfer is required (§ 33 AktG).
• Typical timeline: around four to eight weeks [MED].

For the full breakdown, see UG and GmbH formation costs; the AG carries the same downstream fees plus the higher register and notary figures above.