Home Checklists Legal form conversion checklist (GmbH to AG example)
Checklist
Legal form conversion checklist (GmbH to AG example)
A conversion is a statutory process with notarised resolutions, reports, audits and a register entry. Plan it into the IPO timetable early and confirm each step with your legal counsel.
Decide the route 0 / 5
Usually owned by: General counsel, tax
- The form must allow freely transferable shares and a public offer.
- Routes differ in tax effects, timing and liability.
- Some routes can trigger taxes or lose tax attributes.
- The conversion can change the reporting entity and periods.
- Register entry must be completed before the offer.
Capital and valuation 0 / 4
Usually owned by: CFO, auditors
- In Germany the AG's share capital must be covered by the company's net assets; the minimum AG capital applies.
- Sets the basis for the offer price range.
- Adjusts share count to a typical price level.
- In Germany AG formation rules, including the formation audit, apply to a GmbH to AG conversion.
Documents and resolutions 0 / 5
Usually owned by: Legal counsel, notary
- Statutory information for shareholders.
- Defines the new company.
- German law requires the draft to be sent to the works council before the meeting.
- The conversion needs a qualified majority under German law.
- Protects minority shareholders.
Bodies of the new company 0 / 4
Usually owned by: Shareholders, chair
- The AG needs a supervisory board from the outset.
- Replaces the GmbH managing directors.
- Needed for listed-company governance.
- AG rules on remuneration and term apply.
Registration and follow-up 0 / 5
Usually owned by: Legal counsel, CFO
- The conversion takes effect on registration.
- Needed for the prospectus and the listing application.
- Operational continuity.
- Creditors may request security under certain conditions.
- Shares must be eligible for settlement.