Germany

With arguably the strongest economy in Europe, and perhaps set for more growth after Brexit, Germany is a stable, reputable EU base for international businesses. Furthermore, doing business has gotten even easier with the new entity known as the mini-GmbH.

Looking to do business in Germany? IBCF has been working with German subsidiaries for years and can simplify the process for your clients! Please reach out to our corporate specialists today!

IBCF Services inGermany

Entity Formations and Foreign Registrations

While there are options for braches and partnerships in Germany, three entities are most commonly seen: the GmbH, the mini-GmbH or UG, and the AG.

The most common company form in Germany is the Gesellschaft mit beschränkter Haftung (GmbH), which is a company with limited liability. Many people refer to this as a “Germany GmBH”. One shareholder is sufficient but must enter into a notarial agreement to form the company. The company must appoint at least one managing director (Geschäftsführer) who may also be the shareholder. Share capital must start at € 25,000 and the name of the GmbH must derive either from the purpose of the enterprise or the names of the shareholders, and end in “GmbH”. Shares of a GmbH cannot be traded on stock exchanges.

Recent legislation (2008) created the Unternehmergesellschaft (UG), commonly known as a “mini-GmbH”, with a minimum capital requirement of between one euro and the €25,000 required for a GmbH. This lower capital requirement has made Germany much more attractive to international investors. One requirement is that one quarter of a UG’s profit has to be invested in its capital reserves until €25,000 is reached—at this point the entity can become a normal GmbH. To form a UG, there is a standardized protocol; rather than requiring notarial intervention, information such as the purpose of the company, the names of board members and the list of shareholders is requested. In this case all the notary attests to is the genuineness of the signatures.

Unlike the GmbH, a UG may only have one managing director and no more than three shareholders. Regarding matters of taxation there is no difference between a mini-GmbH/UG and a GmbH. Both will be registered at the local tax office and receive a tax number to use on related correspondence.

In Germany an Aktiengesellschaft, or AG, is similar to a public limited company. Only one shareholder is required but the share capital is at least € 50,000. This type of company’s shares may or may not be publicly traded. To form an AG, a notary must authenticate the articles of association. The AG must then be registered with the Register of Companies. An AG must have a board of directors (Vorstand) appointed by and responsible to the directorate (Aufsichtsrat).

Registered Agent/Registered Office

In Germany, every company is required to have a registered office, which serves as the official address for legal correspondence and government notifications. This address must be a physical location in Germany and is crucial for ensuring compliance with local regulations and maintaining good standing with the authorities. The registered office is also where a company’s statutory records are kept, and failure to maintain a valid registered office can result in penalties or complications in corporate compliance.

Partnering with our company ensures that you meet these registered office requirements smoothly and efficiently. We provide a reliable registered office service, handling all incoming correspondence and notifications on your behalf. Our experienced team understands the intricacies of German regulations and offers personalized support to help you navigate the complexities of corporate compliance. With our dedicated assistance, you can focus on your core business activities, knowing that your registered office requirements are managed professionally and effectively.

Document Retrievals (i.e Good Standing, Certified Copy)

Obtaining corporate documents such as certificates of good standing and certified copies from the German Corporate Registry is crucial for verifying a company’s legal status and compliance with local regulations. These documents provide essential information about a company’s registration, financial health, and adherence to ongoing obligations, which can be vital for business transactions and partnerships. The process can be intricate, requiring familiarity with local laws and procedures, which may lead to delays if not handled properly.

By choosing our company, you ensure a streamlined and efficient experience in acquiring these important documents. Our knowledgeable team is well-versed in the processes of the German Corporate Registry and can quickly obtain the necessary documentation on your behalf. We handle all aspects of the request process, ensuring accuracy and compliance, while saving you valuable time and effort. Trust us to provide reliable assistance, allowing you to focus on your core business activities with peace of mind.

Apostilles/Legalizations

In Germany, the apostille and legalization process is essential for authenticating official documents intended for use abroad. An apostille is required for documents destined for countries that are signatories to the Hague Apostille Convention, while legalization is necessary for countries that do not recognize the apostille. The process involves verifying the authenticity of signatures and seals on documents through the relevant German authorities, such as the district court or the foreign office, which can be complex and time-consuming.

Choosing our company ensures a smooth and efficient apostille or legalization process for your documents. Our experienced team understands the local requirements and procedures, allowing us to navigate the complexities on your behalf. We meticulously manage all aspects of document preparation, submission, and follow-up, ensuring timely and accurate processing. By partnering with us, you can be confident that your documents will meet the necessary standards for international recognition, allowing you to focus on your business operations with peace of mind.

Due Diligence Searches (i.e Lien, Judgment, Bankruptcy)

In Germany, due diligence searches, including court records searches, bankruptcy checks, and lien investigations, are essential for evaluating the legal and financial status of individuals or businesses. These searches help identify any potential legal disputes, insolvency proceedings, or financial encumbrances that could impact business decisions or partnerships. Given the complexity of Germany’s legal system and the importance of accurate information, conducting thorough due diligence is crucial.

By choosing our company for your due diligence needs, you ensure a comprehensive and efficient process tailored to your specific requirements. Our experienced team is well-versed in navigating German databases and regulatory frameworks to provide timely and accurate results. We prioritize confidentiality and meticulousness in our searches, empowering you to make informed decisions with confidence. Trust us to help you mitigate risks and safeguard your interests through expert-driven due diligence solutions in Germany.

Compliance

Doing business in a foreign jurisdiction is time consuming enough, let alone the corporate governance and reporting that goes with it.

Partnering with IBCF as your single point of contact can assure you that your critical corporate compliance requirements are handled in a timely, expeditious and cost conscious manner.

An overview of our corporate compliance offerings include:

• Manage yearly jurisdictional compliance requirements and information
• Preparation and filing of statutory filings with corporate registry
• Maintenance of corporate information on compliance specific platform
• Due date tracking capabilities
• Maintain company shareholders and minutes
• Prepare board and/or shareholder resolutions
• Prepare and file audit documents related to corporate changes
• Prepare and file director, officer and shareholder changes
• Prepare meeting documents
• Registered Agent/Registered Office
*Availability of Services are subject to change

For additional information and pricing about our corporate compliance offerings, please contact us and a compliance specialist will contact you shortly.

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