Telefonische Erstberatung

What exactly is a gGmbH?

The gemeinnützige GmbH was created by a special regulation in 2013. This was the legislator’s response to the increasing popularity of social entrepreneurship and the need for a non-profit commercially organised legal form.

Definition of a gemeinnützige GmbH

The gGmbH is a limited liability corporation, which mainly serves a non-profit, charitable or ecclesiastical purpose. The purpose must be firmly anchored in the statute of the company and pursued selflessly, directly and exclusively. If the charitable purpose is recognised by the tax office, the gGmbH can enjoy numerous tax exemptions. At the same time, the gGmbH benefits from the commercial organisation

Liability of the gGmbH

As with the conventional GmbH, the liability of the non-profit variant is limited to the business assets of the company. Shareholders are not liable with their private assets.

Exceptions to the limitation of liability

In certain situations, the limited liability may be waived. Individuals must then be liable for their misconduct or legal position.

  • Personal guarantees: If one of the shareholders is a guarantor for the gGmbH’s loans, they must be liable with their private assets in case of default.
  • Criminal conduct by the managing directors: The managing director of the gGmbH can be held privately liable if they have committed a criminal offence in the course of their work in the company, and has caused economic damage as a result. This often happens when insolvency threatens.
  • Regular managing director liability: The managing director can also be held liable for non-criminal conduct on the basis of their regular liability if they violate their duties.