Entstehung und Geschichte der Gesellschaft mit beschränkter Haftung im deutschen Recht

Abstract

The Gesellschaft mit beschränkter Haftung – GmbH – is a widespread company form, known all over the world, which was adopted in 1892 by the German legislator. Its historical origins were essentially favored by important economic growth during the second half of the 19th- century. Smaller and medium-sized enterprises should be able to choose the legal form of the Gesellschaft mit beschränkter Haftung in order to participate in a more convenient and easily accessible way in the country’s economic growth. This purpose could not be achieved by the highly regulated Aktiengesellschaft (public limited company) which was dedicated to large companies and was therefore too expensive and too complicated for smaller entities. Partnerships like, for instance, the Offene Handelsgesellschaft (general partnership) had the disadvantage that all partners were liable without restrictions to its creditors. The Gesellschaft mit beschränkter Haftung was thought to cover the gap between corporations and partnerships. Despite some weaknesses, the Gesellschaft mit beschränkter Haftung subsequently became a real model of success. Over the years, the Act on the GmbH was subject to constant reforms through practice and legislation, because it was necessary to take into account economic requirements and to counter maladministration in application of the GmbH Law. More recently, European legal standards had a further significant influence on the Gesellschaft mit beschränkter Haftung. Since its creation, the GmbH has played a key role in German legal and economic life. It does exist in many diverse forms and has been for a long time the most popular form of company in Germany.