For existing companies with a formation privilege, the legislator has introduced a transitional provision. These companies may initially retain their formation privilege, and it will not automatically expire after ten years, as was previously the case under the old legal framework.
However, starting January 1, 2025, the legislator has introduced a registration ban for amendments to the articles of association of companies with a formation privilege in the commercial register. Therefore, from this date onward, any amendment to the articles of association must also include the termination of the formation privilege in order to be registered in the commercial register. In this context, one could speak of an indirect requirement to terminate the formation privilege.
On the one hand, the shareholders can choose to revoke the formation privilege while maintaining the share capital at EUR 35,000.00. If, up to now, shareholders have only paid the minimum capital contribution of EUR 5,000.00, an additional contribution of EUR 3,750.00 to the share capital will be required so that at least one-quarter of the capital contributions — i.e., EUR 8,750.00 — has been paid in total.
On the other hand, the shareholders can revoke the formation privilege and reduce the share capital to the new statutory minimum of EUR 10,000.00. In this case, a creditor notification, which would otherwise be required in the event of a capital reduction, may be omitted if the capital contributions assumed by the shareholders after the reduction are at least equal to the previously privileged capital contributions.
