FlexCo

Get a quick overview of the key aspects of FlexCo below. If you want to get more detailed insights, please take a look at our comprehensive analysis.

Key characteristics of FlexCo

Reduced capital requirements

• Minimum share capital reduced to EUR 10,000 – this applies to the FlexCo and to the GmbH.
• Minimum initial contribution is EUR 5,000 – this applies to the FlexCo and to the GmbH.
• Minimum individual contribution is EUR 1 – this applies to the FlexCo only.

Circular shareholder resolutions

• Circular shareholder resolutions are possible without the consent of all shareholders.
• Circular resolutions are valid when all entitled shareholders can participate.
• Votes can be cast in text form, allowing for digital voting methods.

Split Voting

• Shareholders with multiple votes can engage in split voting, significant in trustee frameworks.

Fractional shares

• The FlexCo allows issuance of fractional shares, enabling diverse share classes with distinct rights.
• Simplification of share tracking, especially in trust structures.

Company value shares (CVS)

• Together with the FlexCo, a new share class is introduced.
• Designed for employee participation but also issuable to other stakeholders.
• Mandatory tag-along right for CVS holders in the event of a sale of a majority stake by founding shareholders.
• Up to 25 % of share capital can be issued as CVS.
• No voting rights, but veto right for certain corporate measures. CVS holders may attend shareholder meetings.
• Minimum nominal value of one cent.

Simplified transfer of ownership

• Notarial deed no longer required for share transfers and new share subscriptions.
• Private deed executed by attorney or notary can document share transfers and new share subscriptions.

Flexibility regarding capital measurements

• FlexCos can acquire and hold their own shares.
• Capital raising instruments resemble existing concepts at AGs, such as conditional capital and authorised capital.

Supervisory boards

• Lower threshold for establishing a mandatory supervisory board in a FlexCo.
• A supervisory board is mandatory if at least two of the following criteria are exceeded: (i) EUR 5m balance sheet total; (ii) EUR 10m turnover; or (iii) an average of 50 employees.

Conversion

• FlexCos can be easily converted into a GmbH or AG and vice versa.

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