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'FlexCo': What are the benefits of the new company form?


Since January 1, 2024, the "Flexible Capital Company" (FlexKapG or FlexCo for short) has been a new form of company specifically tailored to the needs of start-ups and young entrepreneurs. FlexCo is a legal entity with its own legal personality that can acquire rights, incur liabilities, sue and be sued and can also only be set up by one person. FlexCo is based on the GmbH, but elements from stock corporation law have also been adopted to make FlexCo more flexible and attractive.

FlexCo can be founded for any legally permissible purpose. The statutory minimum share capital of FlexCo is €10,000, whereby one quarter of the share capital, but at least €5,000, must be raised in the case of a cash foundation. The minimum amount for the capital contributions of the individual shareholders is only €1, instead of €70 for a GmbH. Shareholders who have more than one vote can also exercise their voting rights unequally. FlexCo enables a new form of participation that is particularly suitable for employees. In addition to the traditional shares, FlexCo can issue a new, non-voting share class, the so-called "Unternehmenswert-Anteile", which represent less than 25 percent of the share capital. The holders: of such company value shares are not entered in the company register, but only in a share register kept by the management. These company value shares can be transferred without the involvement of a notary or lawyer by means of a simple written contract. The transfer of shares has also been simplified. No notarial deed is required; a private deed drawn up by a lawyer or notary is sufficient.

The passing of resolutions by the shareholders is relatively simple at FlexCo: It can be agreed in the articles of association that the consent of all shareholders is not required for a vote to be cast in writing, and it can also be agreed that text form (e.g. by email) is sufficient for votes to be cast. The holding of virtual meetings (video conferences) has now also been made possible by law. Flexible capital and financing instruments such as "conditional capital increase" and "authorized capital" are also permitted in a FlexCo. The FlexCo is therefore also an interesting alternative to the previous company forms for the media and advertising industry.

This guest commentary originally appeared in Horizont on February 9, 2024.