Reducing bureaucracy, supporting start-ups and reforming the law on defects in resolutions – just some of the topics addressed in the current coalition agreement.
On its 144 pages, the coalition agreement published on 9 April deals with a wide range of topics relating to corporate law. These are summarised in this article.
Reducing bureaucracy, particularly in the context of sustainability reporting
The national "Immediate Action Programme for the Reduction of Bureaucracy" is intended to ensure that documentation costs are significantly reduced by the end of 2025, particularly for SMEs. The new government is therefore supporting the European Commission's Omnibus proposal which aims to reduce and postpone the extensive requirements for EU sustainability reporting, particularly for SMEs. Overall, costs to the economy resulting from bureaucracy are to be reduced by 25 %. How exactly this will be achieved is still unclear.
Support for start-ups and investment offensive
The planned innovation boost for the economy is also to be achieved by providing support for start-ups early on. There is talk of a start-up protection zone, simplifying procedures before notaries and making digital notarisation procedures possible. All applications and administrative procedures are to be bundled digitally into a "one-stop shop" which will make it possible for new companies to be set up within 24 hours. Employee participation programmes are also to be made more attractive from a tax and social security law perspective. All of these topics were promises also made by the Traffic-Light Coalition Government in the 2021 Coalition Agreement.
As part of an investment offensive, a "Germany fund" (Deutschlandfonds) is to be established that links the private financial markets with the state as an investor and is expected to grow to at least EUR 100 billion in the medium term. This is intended to close financing gaps in the area of growth and innovation capital. This goal – strengthening the competitiveness and attractiveness of Germany as a financial centre – was reflected in the start-up offensive under the Traffic-Light Coalition Government and the justification for the German Future Financing Act (ZuFinG).
Reform of the law on defects in resolutions
The plan is still to reform the law on defects in resolutions under the German Stock Corporation Act (AktG). This is intended to curb opportunities for abuse. A few first steps have already been taken in the past and the matter is now to be readdressed.
Companies with an asset lock, reform of the law on cooperatives and the European association
The plan, which was already included in the coalition agreement of the Traffic-Light Government, to create a new type of company in the form of a company with an asset lock has been a much-discussed topic in legal commentary in recent years. According to the coalition agreement, this legal form will be characterised by a permanent asset commitment and participation on the basis of membership logic without tax privileges and discrimination (see Neues von der Gesellschaft mit gebundenem Vermögen).
In addition, the reform of the law on cooperatives, which was initiated by the Traffic-Light Coalition Government by way of a bill, is to be driven forward.
Finally, the project to introduce the legal form of a "European cross-border association" is to be supported to enable the establishment of associations in Europe according to largely standardised legal principles in the future.
Reform of stock corporation law and codetermination not mentioned in the coalition agreement
The CDU/CSU party programme included an intention to modernise stock corporation law and make it more flexible. The intention was to expand the possibilities for capital increases and reduce the minimum nominal value of shares. This passage is missing from the coalition agreement and has been replaced by the planned reform of stock corporation law (see above). Whether these topics, which were the subject of the bill for the German Future Financing Act II (ZuFinG II) passed by the Traffic Light Coalition Government in November 2024, will nevertheless be taken up and implemented in one form or another remains to be seen.
The SPD's long-standing plans to close gaps in company codetermination legislation, in particular in the German One-Third Participation Act (DrittbG) and in employee participation at European level, were mentioned in the results paper of Working Group 5 (Employment and Social Affairs) as a matter still to be agreed but were then not included in the coalition agreement.
A few topics but nothing much of substance
With a few exceptions, the coalition agreement remains rather vague on issues of corporate law and addresses topics that have already been discussed in the past but which are yet to be implemented. We will closely monitor further developments during the new legislative period and report on them in this blog.
