Bonn – November 03, 2026 -- Germany's planned "Gesellschaft mit gebundenem Vermögen" would lock company assets into the entity permanently and make that decision irreversible, according to a framework concept presented in March 2026. Succession adviser Thorsten Luber of Luber Consulting warns that the model could erode flexibility, innovation incentives and access to financing.

Framework concept bars profit distribution and share transfers

Under the federal government's draft, profits generally could not be distributed to members. Membership would be personal and, as a rule, neither freely transferable nor inheritable. A later lifting of the asset lock would be excluded.

Luber says existing succession tools already cover the stated goals

Luber accepts the aims of preserving a founder's life's work, installing suitable successors and involving employees. He argues that articles of association, wills, family companies, foundation models and established employee-participation schemes already deliver this. In his view, their main advantage is that they can be tailored to a company and adjusted when conditions change.

Irreversible ownership structure collides with AI and automation pressure

Luber notes that no one can reliably forecast which business models, technologies or financing forms will be needed in ten, thirty or fifty years. He cites AI, automation and robotics as forces already reshaping production and services. Companies may need substantial additional investment, new capital providers, mergers or a full change of business model, and a permanent ownership structure would have to allow for that.

Capital access and incentives face constraints

External investors expect an appropriate return for the risks they assume. Luber says the tighter the limits on economic participation, the harder it may become to raise capital when firms cannot fund large investments internally. He also argues that decoupling ownership from economic gain weakens the incentive to deploy capital productively, and that real financial participation motivates employees more than transferred responsibility alone.

Luber urges lawmakers to first make existing succession options simpler and more practical before creating an additional legal form. He warns that widespread adoption could leave locked-in companies less adaptable, putting competitiveness, jobs and tax revenue under pressure.