AG in Germany (Aktiengesellschaft) — Key Insights for Founders

The Aktiengesellschaft (AG) is the legal form behind Germany's big names: Siemens, SAP, Adidas. Its capital is divided into shares that can be traded — publicly listed or privately. That makes the AG the first choice for companies that want to raise serious capital. This guide explains how the formation works and who it's worth it for.

What is an AG?

An AG is a stock corporation with its own legal personality. It can sign contracts, hold property, and take legal action — independently of its shareholders, whose liability is limited to their investment.

The four core characteristics:

1. Share capital: at least €50,000, divided into shares
2. Own legal personality: the AG acts independently of its owners
3. Two-tier management: management board (Vorstand, operational) and supervisory board (Aufsichtsrat, oversight)
4. Tradable shares: shares can be transferred freely — with or without a stock exchange listing

Forming an AG: the process in 5 steps

1. Draft the articles of association

The articles (Satzung) govern purpose, share capital, board structure, and share classes. They must be notarized.

2. Deposit the share capital

At least €50,000 in share capital, deposited into a business bank account. The bank issues a deposit certificate for the notary.

3. Notary and commercial register

The notary files the articles and formation documents with the commercial register. The AG only comes into existence as a legal entity upon registration.

4. Appoint the corporate bodies

The founding meeting appoints the supervisory board (at least 3 members), which in turn appoints the management board.

5. Stock exchange listing (optional)

A listing is not mandatory. Many AGs stay "private" — but use the structure for investors and employee participation.

Advantages of an AG

• Access to capital: shares can be issued to many investors — all the way to an IPO
• Limited liability: shareholders are liable only up to their investment
• Reputation: "AG" signals size and stability to clients and partners
• Succession: ownership changes via share sales, not notarized transfers

Disadvantages of an AG

• High formation effort: more complex and expensive than a GmbH or UG
• €50,000 minimum capital: twice as much as a GmbH
• Disclosure requirements: financial statements and company data become public
• Dual structure: management board + supervisory board mean more governance work and costs
• Takeover risk: freely tradable shares make (listed) AGs vulnerable

AG or GmbH — which fits better?

| | AG | GmbH | |---|---|---| | Minimum capital | €50,000 | €25,000 | | Management | Management + supervisory board | Managing director(s) | | Share transfer | informal (shares) | notarized | | Disclosure | high | moderate | | Best for | capital markets, many investors | SMEs, startups |

For most formations, the GmbH is the more pragmatic choice. The AG pays off when capital market access or broad investor participation is concretely planned. For an overview of all legal forms, see our company types guide.

FAQ

How many people do I need to form an AG? One person is enough — the "one-person AG" is permitted. The supervisory board, however, needs at least 3 members.

Does an AG have to go public? No. A listing is optional. Many German AGs are not listed.

Can foreigners form an AG in Germany? Yes, there are no nationality restrictions for shareholders. For the formation you need a German business address — available from Clevver fully digitally.

What does an AG formation cost? Besides the share capital: notary and register fees of roughly €1,500–3,000 plus ongoing costs for audits and governance bodies.