Germany

Limited liability company (GmbH)

The most popular and common form for registering a legal entity in Germany is the Limited Liability Company (GmbH). A GmbH is regulated by the Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung - GmbH).

6 simple steps to purchase a company

  1. choosing a country

  2. choosing a bank

  3. payment (by any method)

  4. sending documents

  5. company registration

  6. bank account opening

Advantages (GmbH)

  1. It does not cost much to register a company. A company start-up fee of €25,000 is sufficient. This amount can then be used at the owner's discretion (e.g. invested in the development of the business);
  2. If the company has two or more founders, half of the share capital is immediately paid. A whole year is given to the company to deposit the remaining amount;
  3. As soon as the constituent documents have been notarised, the company can begin operations;
  4. The founders of a GmbH listed in the Commercial Register are liable for a limited amount of share capital.

Registration (GmbH) in Germany

  1. The articles of incorporation is the main founding document;
  2. Virtually unlimited choice of company name. A permit from the Chamber of Commerce and Industry is mandatory. The key abbreviation "GmbH" should be included in the name;
  3. There is no fixed minimum number of founders. They can be foreign and German individuals/legal entities;
  4. It is permitted to open a company with one director (it can be a non-resident of the jurisdiction, but some States have different requirements).

The main function of a German LLC (GmbH) is to provide opportunities to do business with partners from the West and East, for which companies registered in the CIS may not look reliable enough. A GmbH in Germany is a simplified, flexible and cost-effective form of business that eliminates the personal responsibility of the participants.

A German LLC, regardless of the type of business, is a trading company and a legal entity.

Given the low limit for minimum share capital, a GmbH in Germany is somewhat risky for counterparties. However, at the same time, the members of the German LLC demonstrate greater involvement in the business than the shareholders. It is primarily a question of making decisions regarding the establishment of a company, the issuance of loans and disposing of shares.

Taxation

  1. Current German law requires the LLC to prepare a balance sheet and a calculation of losses and profits for each business year. The accounts are filed in German.
  2. VAT — 19 %. There is a preferential rate for some activities, including a zero rate.
  3. Corporate tax - 15%. A surcharge, the so-called solidarity fee, is added to the basic rate for foreign companies. The total payment is therefore set at 15.825%.
  4. Capital gains tax - 26.375% (includes solidarity surcharge). This rate is relevant for interest earned on the sale of securities.
  5. The tax imposed on businesses is between 14% and 17.15%. It applies to companies with profits over €24,500. In each case, the rate is calculated individually by the state according to a certain algorithm: the basis is 3.5 % and it is adjusted according to the coefficient set for a particular municipality.
  6. The tax on dividends is 25%. It must be paid by subsidiaries that are registered in Germany. If the country has signed a double taxation treaty with the state in which the parent company is based, the rate can be revised.
  7. Gift tax — from 7 to 50 %. The minimum rate is valid up to €75,000.

Step-by-step instructions for opening a company

To become a GmbH owner in Germany, it is sufficient to sign and apostille a power of attorney. If the owner is to act as a director at the same time, the owner will need to come to Germany to sign the articles of association and open a bank account.

Of course, in order to quickly pass through all the procedures for registering a company in Germany, you need a clear plan of action, careful preparation and reliable executors in Germany. Below is a summary of the basic steps in registering a German company as a Limited Liability Company (GmbH).

1. Identify the name and activities of the company in Germany

The name of the company must be individual, not infringe on intellectual property rights and not mislead regarding the planned activities of third parties. The company name must contain the abbreviation GmbH.

The articles of association specify only those activities that the company intends to undertake immediately after incorporation or in the foreseeable future. These are usually 1-3 specific areas of work.

2. Identify the place of registration and registered office

Registration of a GmbH in Germany requires a legal address. It is specified in all the articles of association that it will be used to receive all correspondence to the company, including that from government agencies.

When choosing a legal address, you need to take into account both the distance from key customers and suppliers, as well as the limitations of doing business in a particular territory, and the availability of possible support programmes.

In addition, the choice of the place of registration also affects taxation, in particular the Gewerbesteuer (business tax).

3. Signing of the articles of association

Any type of visa obtained in any Schengen member state can be used to travel to Germany to sign the articles of association.

The founders may sign documents with a notary in person or their representatives with an apostilled power of attorney; the personal presence of the director at the notary's office is mandatory. You must make an appointment with the notary in advance in order to have the articles of association notarised.

4. opening a bank account and depositing share capital

The account opening procedure itself is extremely simple and takes approximately half an hour, notarised articles of association and a passport must be presented to the banker.

The share capital of a GmbH can be used for the development of the company after the company has been entered in the commercial register; before the company is entered in the register, a maximum amount of 1,500 euros can be paid from the account.

5. Entry in the German Commercial Register

A bank statement on the payment of the share capital is attached to the articles of association and sent by the notary to the registration court to assign a number to the company in the German Commercial Register.

6. Obtaining tax numbers

After obtaining a registration number in Germany, the company will also need to obtain the following numbers:

  1. Domestic and European tax number
  2. Customs number, if necessary
  3. Company identification number for insurance services

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