Германия, Швейцария және Аустрия елдеріндегі "жауапкершілігі шектеулі серіктестік"

"Company with limited liability" in German speaking countries

Gesellschaft mit beschränkter Haftung , literally 'company with limited liability' (abbreviated as GmbH in Germany, Switzerland and Liechtenstein, and as Ges. m. b. H. in Austria), is a type of legal entity in German speaking countries. It is equivalent to a société à responsabilité limitée (Sàrl) in the French speaking part of Switzerland and to a Società a garanzia limitata (Sagl) in the Italian speaking part. It is an entity broadly equivalent to the private limited company in the United Kingdom and many Commonwealth countries, and the limited liability company (LLC) in the United States. The name of the GmbH form emphasizes that the owners (Gesellschafter, also known as members) of the entity are not personally liable for the company's debts. GmbHs are considered legal persons under German, Swiss and Austrian law. Other variations include mbH (used when the term Gesellschaft is part of the company name itself), and gGmbH (gemeinnützige GmbH) for non profit companies. The GmbH has become the most common corporation form in Germany because the AG (Aktiengesellschaft), the other major company form corresponding to a stock corporation, was much more complicated to form and operate until recently.

The concept of a company with limited liability existed in the United Kingdom before it did in German speaking countries. In 1892, the laws governing the GmbH were adopted in Germany, and in Austria in 1906. During the 19th century, a legal entity with liability limited to the contributed capital was regarded as something dangerous. Hence, German law has many restrictions unknown to common law systems. In 2008, a derived form called Unternehmergesellschaft (haftungsbeschränkt) (English: "entrepreneurial company (limited liability)"), or in short UG (haftungsbeschränkt), was introduced. It does not require a minimum founding capital and was introduced to assist company founders in setting up a new company. Also, the UG must enlarge its capital by at least 25% of its annual net profit (with some adjustments), until the general minimum of €25,000 is reached (at which point the company may change its name to the more prestigious GmbH). In this case, the word haftungsbeschränkt must not be abbreviated.

A gemeinnützige Gesellschaft mit beschränkter Haftung (gGmbH) is a special form of a limited liability company with a charitable purpose. Traditional foundations and gGmbHs in Germany do not have minimum annual giving requirements. They are required to spend any profits by the end of the fiscal year in which they were accrued, but are allowed to build capital reserves totaling 10 percent of annual donations or 33 percent of dividends received.