incorporation

noun · Gründung

Gründung for the process, Eintragung for the moment it works. Before entry in the Handelsregister the GmbH does not exist as such, § 11 Abs. 1 GmbHG, and whoever acts in its name before then is personally and jointly liable, § 11 Abs. 2 GmbHG, which is what the suffix i. G. in a signature block is warning about.

Which translation, when

Gründungthe formation process as a whole, from the notarial Gesellschaftsvertrag through the Anmeldung to registration, and the right word wherever English says incorporation of a company.

Eintragungthe entry in the Handelsregister, the moment the company comes into existence as a legal person, § 11 Abs. 1 GmbHG, and the date an English document usually means by date of incorporation.

Vorgesellschaftthe GmbH in Gründung between the notarial deed and registration, which can already contract and hold assets and passes into the registered company, while § 11 Abs. 2 GmbHG runs alongside it.

Why

English incorporation is one act with one date: the registrar issues the certificate and the company exists. German formation is a sequence, and the English word has to be pointed at the right step. The Gesellschaftsvertrag is recorded by a notary, § 2 Abs. 1 GmbHG, or the Satzung of an AG is established in the same way, § 23 Abs. 1 AktG; the company is then filed for registration; and only the Eintragung brings the legal person into being, § 11 Abs. 1 GmbHG, with the same rule for the AG in § 41 Abs. 1 AktG. What sits in between is not nothing. The Vorgesellschaft can already take on obligations, and the price of that is § 11 Abs. 2 GmbHG: whoever acts in the name of the company before registration is personally and jointly liable, a liability the courts treat as ending when registration comes through. So the choice of German word decides which date a warranty is talking about and whether anyone was carrying personal risk on the day the contract was signed.

Typical mistakes

A clause reciting that the company was incorporated on a date becomes ambiguous as gegründet am, because the notarial date and the registration date are weeks apart and only the second creates the company, § 11 Abs. 1 GmbHG.
Signing for a company that is not yet registered attracts personal and joint liability under § 11 Abs. 2 GmbHG, which is a real exposure and not a formality; the suffix i. G. signals exactly that stage.
Treating the pre-registration period as a legal vacuum is the opposite error, since the Vorgesellschaft can already contract and hold assets and passes into the company on registration.

What matters

Signature blocks reading GmbH i. G. are the point at which the English draft has to slow down, because the counterparty is a Vorgesellschaft and the person signing carries personal liability under § 11 Abs. 2 GmbHG. Group reorganisation papers meet the same fork, where incorporation has to become Gründung for the process and Eintragung for the date that any condition precedent should actually be tied to.

Authority

§ 11 GmbHG
§ 2 GmbHG
§ 23 AktG
§ 41 AktG

What the machine misses

Engines return incorporation as Gründung across the board, and the word is right for the process while being wrong for the date, which in German law is the Eintragung, § 11 Abs. 1 GmbHG. A translated recital that the company was incorporated on a given day therefore points at the notary’s appointment rather than at the register, and the gap between the two is the period in which § 11 Abs. 2 GmbHG makes the signatories personally liable.

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Examples

the date of incorporation	der Tag der Eintragung
a company incorporated in Germany	eine in Deutschland gegründete Gesellschaft
certificate of incorporation	Handelsregisterauszug
costs of incorporation	Gründungskosten

More notes on these sections

articles of association Gesellschaftsvertrag