Table of Contents
Definition of capital reduction
The capital reduction is the reduction of the equity of a company. Reasons for this can be withdrawals by shareholders, the departure of shareholders, a reduction in capital requirements or the restructuring of the company. A distinction must be made between:
Capital reduction for sole proprietorships
In the case of sole proprietorships, the capital reduction is carried out by the entrepreneur in the form of private withdrawals, which he can make of his own choice.
at an OHG
According to Section 122 of the German Commercial Code (HGB), the shareholders of the OHG are entitled to withdraw up to 4 % of their capital shares determined for the last financial year. Any additional profit shares may only be withdrawn if this does not clearly damage the company.
at a KG
The general partners of the KG are equal to the shareholders of the OHG with regard to their right to withdrawals. The limited partners are only entitled to payment of their profit share, provided that their capital share is not reduced by loss. A reduction in their capital share requires the resolution of all shareholders and entry in the commercial register.
at a GmbH
For the capital reduction in the GmbH there are legal regulations (§ 58 GmbHG), which are especially intended to protect creditors, since a reduction in the share capital means a reduction in the scope of liability.
at stock corporations
For the AG, special forms of capital reduction are regulated by law in Sections 223-239 AktG. These are the ordinary and the simplified capital reduction as well as the capital reduction through the withdrawal of shares.