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GLOBAL INFO

Germany

COUNTRY:

GERMANY

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

Partnership (“GbR”, “OHG”), 
Limited Partnership (“KG”),
Limited Liability Limited Partnership (“GmbH & Co. KG”);

Limited Liability Company (“GmbH”);
small GmbH “Unternehmergesellschaft / UG (haftungsbeschränkt)”,
Joint Stock Company (“AG”).

2.      Which is the most preferred company form by foreign investors?

Limited Liability Company (“GmbH”).

In daily life, the “small GmbH” (UG) will not able to conduct business without personal financial commitment by third party and therefore is not really advisable.

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

The share capital of the GmbH shall be at least EUR 25,000.00. For the small GmbH the minimum share capital is at least EUR 1.00 and for the AG the capital is at least EUR 50,000.00.

The capital contribution can be paid in cash or provided as in-kind contribution.

Where contribution is made in cash to a GmbH only 50% of the stated capital needs to be paid in upon formation and the balance upon request. GmbH with only one shareholder require 100% contribution. Contributions in kind must be made in full upon formation in any case. UGs require contribution in cash and in full upon formation and need to retain 25% of their earnings in a capital reserve.

4.      What are the basic rules of shareholders liability for company debts in this company?

For shareholders in general no further obligation than the one to pay in the capital, where the limited liability is registered after.

 

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

Only natural persons can be managers of the company.

The managing director may not be barred within Germany or abroad from entrepreneurship by final court verdict or administrative decision because of having committed a “white collar” misdemeanour or crime. His affirmation of compliance is necessary.

Managers must be able to attend meetings at the registered office of the company. A business visa, where necessary for entry, will fulfil this requirement. Position of a managing director does not automatically grant an immigrant visa to non EU/EEA citizens, requiring a visa.

The AG also requires a supervisory board of at least 3 persons.

6.      How long does the registration procedure of this company take?

7-15 business days, depending on the local court.

7.      What are the main costs of formation of this company in local currency?

EUR 500.00 notary’s costs, EUR 150.00 court duty, EUR 100.00 publication fee.

+ translation costs, where necessary.

Reduction only for small GmbHs, where standard bylaws are elected
(no standard bylaws for regular GmbH).

8.      What is the average attorney’s fee of the formation of this company in local currency?

EUR 1,000.00 – 2,000.00 depending on complexity.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

Shareholders’ lists of GmbHs are public and available over the internet.

Shareholders’ lists of AGs are kept with the board.

 

Balance sheets need to be lodged annually to the Federal Gazette (Bundesanzeiger). Documents are available to the public upon request; Companies subject to audit (see point 10) have to lodge the profit & loss calculation as well. Such documents are available on the internet. Penalties for non-compliance.

 

10.   What are the main auditor requirements?

Companies are only obliged to appoint auditor, if tow of the following three criteria are fulfilled:

 

 - Total assets of at least 20 Mill. TEUR

 - Turnover of at least 40 Mill. EUR

 - having at least 250 employees.