Recognition of a private equity holding company as a private equity holding company under the Act on Private Equity Companies (UBGG)

Private equity investment companies that want to provide medium-sized companies with risk capital as a corporate investment company require appropriate recognition due to special organizational requirements for the corporate form.

The business purpose of an investment company is to make capital available to other companies by acquiring, holding and managing investments. In this way, the equity capital of the economy is to be promoted. A company holding company requires recognition by the competent supreme state authority.

A written application shall be accompanied by a single copy or as publicly certified copies:

  • The articles of association or articles of association as amended,
  • the documents on the appointment of the Executive Board, the Managing Director or general partners and the documents on the appointment of the Supervisory Board.
  • In the case of a company holding company which is to be operated in the legal form of a limited partnership or partnership limited by shares and in which a general partner is a legal person,

a document of appointment of the managing bodies of the legal person,

  • an excerpt from the commercial register according to the latest status or
  • a confirmation by the registry court that the entry of the company in the commercial register depends only on the recognition as a company holding company.
  • if the management company managing the holding company is subject to authorisation or registration in accordance with the Capital Investment Code, proof of
    a) the granting of the permit pursuant to § 20 paragraph 1 in conjunction with § 22 of the Capital Investment Code or
    b) registration in accordance with § 44 paragraph 1 of the Capital Investment Code.

Forms/online services available: No

Written form required: Yes

Informal application possible: No

Personal appearance necessary: No

Preconditions

  • Legal form of the AG, the GmbH, the KG and the KG on shares
  • The exclusive object of the holding company is the acquisition, holding, management and sale of shareholdings
  • Company headquarters in Germany or EU
  • Share capital at least one million euros
  • The deposits must be fully paid.
  • The business of the holding company must comply with the rules of § 3 and the investment limits of § 4 UBGG
  • The holding company may not hold shareholdings in its parent company or in a sister company
  • There may be no shareholdings as a silent partner in the holding company
  • The application must be submitted properly and completely in accordance with § 15 Abs. 2 UBGG.

Hints

The recognition authority shall notify the competent registry court of the recognition as a company holding company. The recognition as an investment company is published in the Federal Gazette.

Related Links

  • § 15 Act on Private Equity Companies (UBGG)
  • §§ 1 and 3 Lower Saxony Administrative Costs Act (NVwKostG)
  • § 1 General Fees Ordinance (AllGO)
  • Written application with associated attachments
  • Examination of the application documents for jurisdiction and completeness
  • In case of incompleteness: Request documents, if necessary subsequent submission possible
  • If complete, the examination and decision is made

Responsible for the content
Lower Saxony Ministry of Economic Affairs, Labour, Transport and Digitalisation

Last update or date of publication
02.11.2021