Key facts at a glance:
- The AG is a capital company with its own legal personality, and its share capital sits in shares.
- You need at least €50,000 in share capital. A quarter of it, so 25%, has to be paid in before registration.
- Three bodies steer the AG: the management board, the supervisory board and the general meeting.
- You set it up at a notary, and the AG officially comes into being with the entry in the commercial register.
- Your liability stays limited to your contribution, and your private assets are protected.
Are you thinking about setting up an AG? Then you probably have bigger plans than a classic sole proprietorship. The stock corporation is built for ventures that need capital and raise it through shares. Before you dive in, a clear overview pays off. This guide shows you which requirements apply, what the formation costs and how the process works step by step. By the end, you will know whether this legal form fits you.
What is a stock corporation (AG)?
The AG is one of the best-known legal forms in Germany, and for good reason. It belongs to the capital companies and is used above all by larger businesses. Here is what sets it apart: its share capital is divided into shares that go to the shareholders. Many well-known groups are organised as a stock corporation. As a business form, it plays to its strengths wherever a company wants to grow and raise capital from many investors.
Definition and legal basis
Picture the AG as a person in its own right. In legal terms, that is exactly what it is: a legal person with its own legal personality. It signs contracts, it sues and it gets sued, always in its own name. The rules for all this come from the German Stock Corporation Act (Aktiengesetz, AktG), a central part of German company law. It sets out how you form the company, which bodies exist and which duties apply. One thing matters most here: the company and the people behind it are clearly separated. Whoever holds shares has a stake, but does not have to run the company.
Characteristics of an AG
Three things define the AG. First, the share capital, split into shares. Second, the three-tier structure of management board, supervisory board and general meeting. And third, the liability, which stays limited to the company assets. Shares can be transferred, for example through a sale. In return, the legislator looks more closely than with smaller firms. Proper accounting and the publication of business figures are simply part of the deal.
Requirements for setting up an AG
What does it take to set up an AG? Before you really get going, the capital, the articles of association and the bodies have to be in place. The law also makes a few demands of you as a founder. That sounds like a lot, but there is good reason for it. An AG is more regulated than smaller legal forms, and that is exactly what protects shareholders and creditors in the end.
Minimum capital and capital contribution
When it comes to money, the AG gets specific. The starting capital of an AG is at least €50,000. The law requires this share capital, and it is split into shares. With a GmbH this amount is called Stammkapital, with an AG you speak of Grundkapital. Before the entry in the commercial register, you do not have to put everything on the table, but at least a quarter, so 25%. With cash contributions you transfer the money to a company account. You can also bring in assets, for example machinery or a property. That gets a little more involved, because every contribution in kind has to be valued and documented in a formation report.
Number of founders and personal requirements
Some good news first: you can set up an AG on your own. The one-person AG is expressly allowed. You can just as well found one together, as individuals or as companies. The law ties few but clear conditions to your person. You have to be of full legal capacity, and certain criminal convictions rule out a seat on the management board. Professional aptitude also counts for the board and the supervisory board, because the key decisions are made here.
Advantages and disadvantages of the AG legal form
Why set up an AG, and when better not? The AG legal form brings you clear advantages, but it also asks for a lot. An honest assessment helps you decide. What matters are your goals, your capital needs and your willingness to follow stricter rules.
Advantages of the stock corporation
The biggest advantage of setting up an AG lies in the capital. By issuing shares, you collect equity from many investors. If you need more later, a capital increase helps. And a stock market listing is open to you too. On top comes the protection of your private assets, because liability stays limited to the company assets. An AG also looks solid, which builds trust with business partners. Because shares change hands easily, investors join and leave without much fuss.
Disadvantages and risks
So much for the sunny side. An AG is not cheap, after all. A notary, advice and possibly a formation audit cost time and money, on top of the high minimum capital. The ongoing effort is noticeable too. An AG is subject to extensive publication duties and has to publish its annual financial statements. The legal framework is strict, the accounting demanding, and you rarely manage without professional support. For a small venture, that is often overkill. In that case, leaner legal forms like the UG or the GmbH usually fit better.
Step-by-step guide: how to set up an AG
How do you set up an AG without getting lost? The best way is to follow a fixed order. The steps below give you an overview, from the articles of association to the entry in the register.
It starts with the articles of association, the founding document of the AG. In them you set the company name, registered office, business purpose and the amount of share capital.
Once the articles are in place, you appoint the bodies. First the founders set up the supervisory board, then it appoints the management board.
Next, you pay at least 25% of the share capital into the company account.
If you bring in assets, a formation audit often joins in, with external auditors checking the figures.
A notary certifies the articles, in the presence of all founders or their representatives.
Finally, you file the AG with the commercial register. With the entry, it comes into being as a legal person and can fully act.
Drafting the articles and appointing the bodies
The articles of association are the foundation of your AG. Into them go the company name, registered office, business purpose and the amount of share capital, plus the number of board members and the rules on issuing shares. Once these points are clear, the bodies take their turn. First the founders set up the supervisory board, which in turn appoints the management board. This order is not red tape, it is laid down by law. That keeps management and oversight cleanly apart from the start.
Paying in the share capital and the formation audit
Before you can register, part of the capital really has to be there. With cash contributions, that is at least 25% of the nominal amount. For this, the company opens its own account, into which the contributions flow. The bank or financial services provider holding the account confirms receipt. In certain cases, a formation audit comes on top. That applies above all to contributions in kind, or when board members are also founders. The audit checks whether the formation details are correct. That benefits not only you, but also your future shareholders and creditors.
Notarial certification and commercial register filing
With an AG, there is no way around the notary. The articles are certified, and all founders are present or represented. The notary checks the documents and certifies the formation. After that comes the filing with the commercial register. For it, you submit the articles, proof of the capital payment and a few more documents. Once the entry is made, your AG officially exists and can take part in business.
The governing bodies of the stock corporation
An AG is not steered by one person, but by three bodies with clearly assigned roles. The management board, supervisory board and general meeting work hand in hand. This split of management and oversight is a defining feature of the legal form. Each body has its own rights and duties, and that is exactly what protects the interests of the shareholders in the end.
Management board, supervisory board and general meeting
The management board is the operating heart of the AG. It takes on day-to-day management, runs the company, represents it externally and makes the entrepreneurial decisions on its own responsibility. The supervisory board keeps an eye on it. It appoints and removes the board members and reviews the important decisions. It must consist of at least three members, as the law requires. The general meeting, finally, belongs to the shareholders. The fundamental resolutions are passed here, for example on the use of profit, on changes to the articles or the formal approval of the bodies. As a rule, each share carries one vote.
Costs of setting up an AG
A stock corporation needs to be well planned, financially too. Plan realistically and you spare yourself nasty surprises later. You should tell one-off costs apart from ongoing ones. How high they turn out depends on the scope of the formation and the need for advice.
Formation costs and ongoing costs
The formation costs include notary and register fees and, if needed, the cost of the formation audit. On top comes advice on legal and tax matters. All in, you should reckon with €10,000 to €25,000 up front. But it does not end with the entry. Ongoing costs arise after that too, for example for the annual financial statements, the accounting and the audit by chartered accountants. Per year, these often range between €5,000 and €15,000. The bigger and more complex your AG, the larger the bill.
Taxes and liability for an AG
As a capital company, the AG pays its taxes itself. Corporation tax and trade tax fall on the profit. Corporation tax is 15%, plus the solidarity surcharge. How high the trade tax turns out is decided by the rate of your municipality, in practice usually between 10% and 17%. On liability, you can relax, at least as a shareholder: you are only liable up to your contribution, and your private assets stay out of it. For board members, though, this does not apply without limits. Anyone who breaches their duties is personally liable. So careful management is also a piece of self-protection.
Digital tools for AG founders
An AG comes with a lot of admin. Accounting, payments and reporting all want to run cleanly. In the early days in particular, this eats up time you need elsewhere. Digital solutions take part of this load off you and speed the processes up.
Digital bookkeeping with Vivid Money
With Vivid you open a business account fully online. Your expenses are recorded in real time, and transactions sort themselves into categories automatically. That takes a lot of routine work off the ongoing bookkeeping. Several currencies are possible, as is a link to your accounting tools. Through sub-accounts and cards for the team, you keep the finances in one central view. That makes payment flows easy to follow and administrative tasks easy to structure.
Ready for the next step?
With the Vivid business account you manage your company's finances in one place, with sub-accounts, cards and tools for your bookkeeping.
Frequently asked questions (FAQ)
Can a single person set up an AG?
Yes, that works. A single person is enough, and then it is called a one-person AG. That person holds all the shares at first. You still have to fill the management board and supervisory board, because both bodies are required by law.
How long does setting up an AG take?
That depends on the individual case. If all documents are complete and a cash contribution is involved, the formation is often done in a few weeks. A formation with contributions in kind and an audit drags on longer. After the notarial certification, the entry in the commercial register also needs some time.
Can an AG be set up without a supervisory board?
No. For a stock corporation, a supervisory board is mandatory. It consists of at least three members and oversees the management board. Unlike with a GmbH, this body cannot be left out.
What costs arise when setting up an AG?
With a notary, the register, a possible formation audit and the advice, you should budget €10,000 to €25,000 up front. After that, ongoing costs for accounting and the annual financial statements come on top.
Does an AG have to be listed on a stock exchange?
No. An AG does not have to be listed. Many stock corporations are not, and get along with a fixed circle of shareholders. A stock market listing is an option, but not an obligation.
This article is for general information and does not replace legal or tax advice. Details on capital, costs and taxes reflect the status of June 2026 and may change. Status: June 2026.
