OECD Corporate Governance Factbook 2025: Germany
Table of contents
This Country Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of Germany’s corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.
The information in this document is as of 31 December 2024 unless otherwise specified.
For further details, please refer to the HYPERLINK "https://doi.org/10.1787/f4f43735-en"OECD Corporate Governance Factbook 2025.
In December 2023, corporate law was changed in four major areas by the Financing Future investments Act (Gesetz zur Finanzierung von zukunftssichernden Investitionen (ZuFinG)1. This Act included various changes to tax law, corporate law, and capital market provisions aiming to improve financing of future investments, especially for the benefit of start-ups, growing companies, and small and medium sized enterprises (SMEs).
In corporate law, the changes include the reintroduction of multiple voting right shares, creation of merely electronic shares and relieving certain capital measures of stock corporations.
To facilitate access to finance and to encourage companies to list on public markets, shares with multiple voting rights are now allowed2. Multiple voting rights allow owners to keep control over the business even after listing on a public market.
The Act also includes some provisions by which the issuance of new shares will be accessible in more cases. Precluding the pre-emptive right for newly issued shares of stock shall be in the future permissible in those cases in which the capital increase in return for contributions in cash does not exceed 20% of the share capital, instead of 10% before.
Electronic securities can now also be issued only by electronic means without producing a physical certificate. They are issued by merely entering certain data into one of two types of electronic registers3. Crypto securities registers have to be run in a decentralised fashion making them a use case for Blockchain or Distributed-Ledger-Technology.
Additionally, the proposal clarifies the investors’ right to recover crypto assets held for their account by a custodian and includes provisions regulating special purpose acquisition companies (SPACs) as a vehicle to improve the listing of companies at the stock exchange.
The second Act concerning future investments was planned but could not be approved by the German Parliament (Bundestag) due to the Federal elections in February 2025. A new proposal will be introduced into the parliamentary process in autumn 2025. The bill contains the lowering of minimum value of shares from 1 EUR to 0.01 EUR.
An Act to transpose the EU Corporate Sustainability Reporting Directive (Directive (EU) 2022/2464) into national law was introduced but could not be approved by the German Parliament (Bundestag) due to the Federal elections in February 20254.
|
No. of listed companies in Dec 2024 |
Change since Dec 2021 |
Market capitalisation in Dec 2024 |
Ratio to GDP |
||
|---|---|---|---|---|---|
|
Germany |
547 |
|
-31.4% |
USD 2 357 bn |
50.6% |
|
OECD members |
21 618 |
|
4.3% |
USD 92 518 bn |
136.5% |
|
World |
46 086 |
|
11.3% |
USD 124 536 bn |
112.7% |
Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.
Source: OECD Capital Market Series Dataset. IMF.
Note: “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
The categories that the jurisdiction fits into are highlighted in blue.
The bold numbers and words indicate country-specific additional information.
The numbers within parentheses indicate the number of jurisdictions applicable to each category.
For further information on the methodologies used for the categorisations, please see the HYPERLINK "https://doi.org/10.1787/f4f43735-en"OECD Corporate Governance Factbook 2025.
* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
* Jurisdictions where mandatory takeover bid rules exist are included.
** Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
** Appropriate number with further specifications is recommended.
* Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
← 1. It was published in the Federal Gazette (Bundesgesetzblatt, BGBl.) 2023 I No. 354 on 14 December 2023. It entered into force on 1 January 2024.
← 2. Loss of control is one of the most important reasons cited by founders of companies for staying private.
← 3. The first type of these registers are central securities registers which are run and maintained by a central entity. The second type of registers are crypto securities registers.
← 4. A new draft bill has been publically consulted on from July 10, 2025 to July 21 2025.
This work is published under the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of the Member countries of the OECD.
This document, as well as any data and map included herein, are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area.
The full book is available in English: OECD (2025), OECD Corporate Governance Factbook 2025, OECD Publishing, Paris, HYPERLINK "https://doi.org/10.1787/f4f43735-en"https://doi.org/10.1787/f4f43735-en.
© OECD 2025
Attribution 4.0 International (CC BY 4.0)
This work is made available under the Creative Commons Attribution 4.0 International licence. By using this work, you accept to be bound by the terms of this licence (HYPERLINK "https://creativecommons.org/licenses/by/4.0/"https://creativecommons.org/licenses/by/4.0/).
Attribution – you must cite the work.
Translations – you must cite the original work, identify changes to the original and add the following text: In the event of any discrepancy between the original work and the translation, only the text of original work should be considered valid.
Adaptations – you must cite the original work and add the following text: This is an adaptation of an original work by the OECD. The opinions expressed and arguments employed in this adaptation should not be reported as representing the official views of the OECD or of its Member countries.
Third-party material – the licence does not apply to third-party material in the work. If using such material, you are responsible for obtaining permission from the third party and for any claims of infringement.
You must not use the OECD logo, visual identity or cover image without express permission or suggest the OECD endorses your use of the work.
Any dispute arising under this licence shall be settled by arbitration in accordance with the Permanent Court of Arbitration (PCA) Arbitration Rules 2012. The seat of arbitration shall be Paris (France). The number of arbitrators shall be one.