Germany Company Formation

Type of Company

Non-residents of Germany have the opportunity to open two forms of ownership in the country:

• Limited Liability Company.
• Joint Stock Company.

1. 1. Limited Liability Company (GmbH).

Main characteristics:

Limited liability company –  (GmbH)  is a popular option of non-resident entrepreneurs despite strict business regulations. To register GmBH, a businessman must consider the following factors:

• The liability of the founder is limited by the size of his share in the authorized capital.
• This form is perfect for providing various services, retail, online commerce, registration of real estate for a legal entity.
• The authorized capital of GmbH is €25,000, at the time of registration of the company, the founder must deposit €12,500 to the bank.
• GmBH can be established by one person or several entities.
• Members of the company must notarize the agreement on the creation of GmBH.
• After the opening of the GmbH, the founders are required to choose a management link – one manager or a board of directors.
• GmBH issues shares that can be distributed between the members and the board of directors. GmBS securities cannot be part of the stock system.
• GmBH is required to have a legal address and a specific area of work.
• In order to register the company as a legal entity the data on GmBH must be published in the German Commercial Register.

1. 2. Joint stock company (AG).

Main characteristics:

• At least five persons can become a founder of a joint-stock company in Germany, whose responsibility is distributed by shares in the ownership of the company.
• The minimum required authorized capital for opening an AG is 50,000 EUR, which will be distributed into shares. At the same time, these shares are considered exclusive, which can be traded on the stock market.
• To register this form of company, the founders will need an agreement between the participants, certified by a notary.
• The data about the company must be entered in the Commercial Register.
• The founders must elect a supervisory and management board of the company that will manage the enterprise.

Requirements: 

To open a company in Germany, a non-resident has to complete some important steps.

It is important for an entrepreneur to decide on:

1. 1. The size of the authorized capital and the form of ownership of the business.
   2. The exact number of founders and the distribution of shares in the corporation between them.
   3. The original name of the organization.
   4. Type of activity of the future company.
   5. The legal address of the enterprise.
   6. Provide KYC documents such as:

• Foreign passport with a valid Schengen visa category “C”.
• A package of constituent documents of a legal entity, if it is the founder of a new company.
• All papers must have a notarized translation into the local language.
• Completed application form for a new company registration to submit to German Commercial Register.
• Payment document proving the contribution of funds to the account of the authorized capital.
• Payment of the registration fee.
• Business plan.
• Memorandum of association.
• Lease agreement of a legal address.

1. 7. Certification of the contract for the establishment of a company by a notary if there are several participants.
   8. Opening a bank account in Germany.

Visa for non-residents.

Non-EU residents require a visa to engage in business activities and stay in Germany, including the new incorporation of the GmbH.

Registration steps:

1. 1. Preparation of documents. First you need to draw up a memorandum of association. The contract will be drawn up by a lawyer from Germany, whom you can choose as your representative. Together with the appointed director of the company, the representative can certify the contract with a notary. The director can be a citizen of Germany or the EU or a foreigner with a residence permit and registration in Germany.

The next step is to approve the consent to the establishment of the company prepared by the notary. You can also sign documents remotely – in this case, the representative will send you the necessary papers. You can print, sign and email them.

If necessary, in Germany, you can order a service using a virtual office to open a company. A monthly subscription costs from €150, it includes the legal address of the company, receiving and forwarding correspondence. If necessary, the service can be expanded to include correspondence with bureaucratic authorities and contractors.

1. 2. Applying. The person you appoint as the director of the company will need to sign an application for registration of the company at the notary. The notary will send these documents to the registration court at the place of the registered office of the company.
   3. Opening a bank account, depositing the authorized capital. If the CEO is a European with an EU passport or a person with a residence permit, then you can open a physical account with Deutsche Bank, Commerzbank, Sparkasse Bank – these are the leading banks in Germany, the rest are equal to them when drawing up requirements for opening accounts.
   4. Obtaining a tax number. It usually takes from one and a half to four months to obtain a tax number, since the tax authorities are heavily loaded and the procedure is very formalized.
   5. Obtaining a license. Most activities do not require licenses. But if you are engaged in construction, property management, financial or insurance operations, medicines, you will have to get a license. Preparation of such a license usually takes at least six months.

Reporting requirements:

You will need to submit a tax return for the first year once a month. At the end of the year, the tax office determines the frequency of reporting for you. If the company’s profit is more than €20,000 per year, then the tax report will be submitted once a month, if it is less, then they may be required to do this once every six months

Financial Benefits

• Stability of economic and political systems.
• Access to all markets of the European Union.
• The EU is a free trade zone for the member states of the association, so German entrepreneurs have the opportunity to sell products in most territories of the European contingent.
• The beneficial geographical position of the country.
• Reliable banking system with a high degree of capital protection on accounts.
• A simple threshold for entering the German business market.
• The high integration of Germany into the world economy, which allows you to freely enter any world market
• The tax system is simple and understandable with the ability to reduce the tax base under certain conditions.
• The limited liability company in Germany is subject to the corporate income tax of 15% to which a solidarity surcharge of 5.5% of the corporate tax is added.