Gesetz zur Einführung einer Gesellschaft mit gebundenem Vermögen

The present draft law proposes the implementation of the concept of fiduciary entrepreneurship or responsible ownership as a distinct legal form, incorporating ancillary laws and tax considerations. According to this concept, shareholders see themselves as temporary trustees. The profits of the company belong to the company-carrying entity and not to the shareholders with voting rights. Surpluses from ongoing operations as well as liquidation proceeds can be used for entrepreneurial, charitable, or public-benefit purposes, but cannot be distributed to the shareholders. At the same time, shareholders have full creative freedom over the company and can receive market-based compensation for their engagement. Equity-like participation from investors is also possible, provided that they do not hold voting rights. This concept is currently being implemented through corporate and foundation law structures. The new legal form is intended to facilitate implementation and provide entrepreneurs with an additional option for long-term oriented business ownership and succession planning. A first draft for implementing the concept as a special form of a limited liability company (GmbH) was already presented in 2020 by an academic author group with the participation of Prof. Dr. Rüdiger Veil and revised in 2021. This was followed by a political and legal discussion. The project to create a specific legal basis for companies with tied assets was included in the coalition agreement of the governing coalition in 2021. This draft was created at the request of the three rapporteurs for the project in the Bundestag - Esra Limbacher, Katharina Beck, and Otto Fricke - as a discussion contribution.