What are the types of legal entities I can register in Germany?
The investors can chose from the following forms of business in Germany: the private limited liability company, the public limited liability company, the partnerships or the sole proprietorship.
The GesellschaftmitbeschränkterHaftung – GmbH-Private Limited Liability Company can be formed by at least one investor with a minimum share capital of 25.000 EUR in cash or kind. In the last case, the items used to make the contribution and their values must be showed in the articles of association. The shares of this type of company cannot be transferred to the public, unlike the shares of the public limited liability companies. The general meeting of the shareholders is taking the highest decisions and appoints the company’s director. The director is responsible for taking the daily decisions and represents the company in front of the German authorities.
The Aktiengesellschaft – AG-German Joint Stock Company requires a higher share capital, minimum 50.000 EUR and the liability of its members is limited by their contribution to the capital. The founding investors must appoint a supervisory board and an auditor. The supervisory board is formed by at least three members and has the role of appointing and verifying the management board. The management board has the role of taking daily decisions and representing the company on the market.
An OffeneHandelsgesellschaft – OHG- General Partnership is formed by at least two investors joined together under the same economic purpose and fully liable for the entity’s debts with their own personal assets. Both members can take management decisions and their personal assets are not protected in case of bankruptcy.
The Kommanditgesellschaft – KG- Limited Partnership is formed by two types of partners: with limited liability (silent partners) and with unlimited liability (general partners). Only the general partners can take managerial decisions and their personal assets are not protected in case of uncovered liabilities of the entity.
A sole proprietorship is formed by a single individual with no partners and having its own personal assets not protected in case the entity is facing bankruptcy.
This short video will present you the incorporation procedure in Germany:
What are the steps for incorporation of a company in Germany?
Only unique names are allowed to be registered in the German Trade Register so in the beginning the investors are advised to check it at the local chamber of industry and commerce. After that, the articles of association and the memorandum of association must be notarized. The minimum share capital must be deposited and the certificate from the bank proving this must be issued.
The notarized documents, along with the certificate of deposit must be deposited at the local courts in order to be registered at the local commercial register.
After that, the local office of business and standards must be notified regarding the establishment of the new company. The registration at the professional association is then required and also the registration at the labor office. If the company will have employees is necessary to register them for the health and social insurance.
Any company is liable for taxes so the last step of incorporation is sending the relevant documents at the Tax Office.
What is the minimum share capital of a GMBH and an AG?
A private limited liability company (GMBH) is established with a minimum share capital of 25.000 EUR, while the public limited liability company (AG) is established with 50.000 EUR.
What documents are required for the incorporation of a company in Germany?
The incorporation of a German company is made by registering the notarized memorandum of association, the articles of association and the bank receipt in the Commercial Register. If the entity is a partnership, the agreement signed by the parties must be deposited at the chamber of commerce for registration in the Commercial Register.
How quickly can I incorporate my company in Germany?
A legal entity can be established in Germany in 15 days following nine mandatory steps.
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