In 2026, Germany continued its drive to reform corporate legislation to meet the needs of the tech sector, international investors and fast-growing companies. The changes affect not only public limited companies but also GmbHs, which remain the primary form of business organisation for the small and medium-sized sector. For foreign entrepreneurs and investors, this means new opportunities, but at the same time new requirements regarding business structure, corporate governance and asset protection.
This is precisely why there is a growing demand for corporate lawyers in Germany who understand not only German law but also the cross-border mechanisms of doing business within the EU. In practice, companies are increasingly seeking support as early as the registration stage, as standard corporate services are no longer limited to the preparation of documents but now include strategic business structuring.
Why has Germany embarked on corporate law reform?
Over the past few years, Germany has faced sustained criticism from the business community. The main complaints concerned slow company registration, complex bureaucracy, a heavy burden on directors and the inefficiency of procedures for attracting investment. This particularly affected start-ups, for whom it was easier to set up a company in Delaware, Estonia or the UK than to go through the full German corporate process.
Following the launch of the government’s Startup Strategy, the German authorities began reviewing legislation with a view to streamlining corporate processes. Particular attention was paid to the digitalisation of company registration, simplifying access to investment, and enhancing the appeal of German entities to venture capital. Eternity Law International has noted growing interest in German companies from IT projects, fintech firms and international holding companies, as Germany gradually moves away from a conservative model of corporate regulation.
Key changes for GmbHs and start-ups
One of the key areas of the reform has been the simplification of corporate procedures. The German authorities are promoting a model for fast-track company registration, with as many processes as possible being transferred to a digital format. This involves not only the online submission of documents, but also the automated exchange of data between tax authorities, commercial registers and notaries. In practice, this means a reduction in the time taken to register a business.
However, the situation remains more complicated for non-residents. Despite digitalisation, banks still require full compliance, proof of the origin of funds and disclosure of ultimate beneficial owners. Therefore, the formal simplification of the legislation does not eliminate the need for legal support.
| Change | Who It Is Especially Important For |
| Online GmbH registration | Foreign entrepreneurs |
| Corporate governance reform | Startups and technology companies |
| R&D tax incentives | IT and innovation businesses |
| New disclosure requirements | International holding structures |
| Stricter banking compliance | Companies with foreign beneficial owners |
| Simplified investment mechanisms | Venture funds and investors |
New rules for attracting investment
The 2026 reform is aimed not only at facilitating the establishment of companies, but also at simplifying access to capital. Germany is seeking to make its own market more attractive to venture capitalists and technology start-ups. One of the most talked-about changes relates to the liberalisation of rules for public limited companies. The legislation expands the scope for the use of shares with different voting rights. In effect, this is an attempt to replicate the American model, under which founders retain control of the company even after bringing in investors or going public.
This is particularly important for start-ups. In the past, many German projects relocated their corporate structures to foreign jurisdictions precisely because of the inability to allocate corporate control flexibly. There are also discussions about simplifying the issuance of shares with a minimum nominal value and the use of English-language documentation when accessing the capital market.
The digitalisation of corporate governance
Germany has traditionally been regarded as one of the most formalised jurisdictions in Europe. Many corporate procedures required in-person attendance, notarisation and paper-based document management. The 2026 reform is changing this model. The authorities are committed to the full digitalisation of corporate procedures. This primarily concerns company registration, the filing of amendments to the register and corporate document management.
For foreign owners, digitalisation simplifies dealings with German authorities, but at the same time makes it even more important to ensure that corporate documentation is correctly drawn up. Errors in registers or statutory documents can lead to transactions being blocked, banks refusing to cooperate, or additional checks being carried out. Eternity Law International supports clients in making changes to German registers, appointing new directors, transferring shares and digitising corporate procedures.
A new form of company with restrictions on profit distribution
In 2026, particular attention was drawn to the concept of the Gesellschaft mit gebundenem Vermögen – a new corporate form with restrictions on the distribution of assets and profits. This is a model in which a company operates not for the sake of shareholder dividends, but for the long-term development of the business. In effect, Germany is attempting to create a distinct legal form for companies incorporating elements of so-called ‘responsible ownership’. This model is already attracting interest from technology projects, social platforms and some AI companies. The key feature is that profits remain within the business and are not distributed amongst stakeholders in the traditional manner.
Whilst the new framework remains a subject of debate and further refinement, the very fact that such a mechanism has emerged demonstrates a shift in the German legislature’s approach to the corporate business model. Eternity Law International analyses the prospects for using such structures for international clients, particularly in cases where asset protection, ESG positioning and long-term business ownership are key considerations.
Corporate Dispute Reform and Business Protection
Another key area is the reform of corporate dispute rules. Germany is seeking to curb the abuse of legal proceedings, particularly in public limited companies. This refers to situations where minority shareholders have blocked transactions, investments or corporate decisions through protracted legal proceedings. For businesses, this created serious risks and reduced the investment appeal of German companies.
The reform aims to enhance legal certainty and streamline corporate procedures. This is a positive sign for investors, as the judicial system is becoming more focused on economic efficiency. At the same time, however, the importance of properly drafted corporate agreements, shareholder agreements and mechanisms to protect the interests of business stakeholders is growing. Eternity Law International handles corporate disputes, structures relationships between partners and helps minimise the risk of future disputes within German companies.
The impact of the reform on foreign businesses
For foreign entrepreneurs, Germany remains a complex but extremely stable jurisdiction. The 2026 reform does not make German law ‘simple’, but it does lower some of the barriers that previously deterred international business. This is particularly evident in the fields of technology projects, e-commerce, AI, fintech and international holding companies. Germany is gradually moving towards a more flexible corporate model, whilst maintaining a high level of regulation and oversight.
At the same time, many of these changes are still either being implemented or are under discussion. This creates a situation where, formally speaking, the rules are already changing, but the practical application of these changes has not yet been fully established. Eternity Law International supports clients in setting up businesses in Germany, purchasing ready-made companies, registering GmbHs, establishing holding structures and adapting businesses to Germany’s new corporate rules for 2026. If you are interested in setting up a German company, corporate restructuring, asset protection or support with investment transactions, the specialists at Eternity Law International are ready to provide comprehensive legal support, taking into account the latest changes in German legislation.
FAQ
What big money and tax changes in Germany you need to know in 2026?
In 2026, Germany is continuing its tax reform aimed at stimulating investment and supporting the economy. Key changes for businesses include those relating to corporate taxation, accelerated depreciation, incentives for electric vehicles, and R&D. There is also increased scrutiny of international tax structures under the OECD’s Pillar Two global minimum tax.
What are the new rules in Germany in 2026?
New tax and corporate regulations have been in force in Germany since 2026. Key changes include a permanent reduction in VAT for the restaurant sector to 7%, the extension of tax incentives for electric vehicles, new rules on accelerated depreciation of equipment, and an increase in the limits for research tax credits.
What is the business outlook for Germany in 2026?
Despite a high tax burden and complex regulations, Germany remains one of Europe’s key economies, with a stable legal system and access to the EU market. In 2026, the authorities are focusing on supporting investment, the digitalisation of the economy, and the development of AI, industry, green tech and tech start-ups.
- Why has Germany embarked on corporate law reform?
- Key changes for GmbHs and start-ups
- New rules for attracting investment
- The digitalisation of corporate governance
- A new form of company with restrictions on profit distribution
- Corporate Dispute Reform and Business Protection
- The impact of the reform on foreign businesses
- FAQ