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 in Germany
- 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
- Document Retrievals (i.e Good Standing, Certified Copy)
We can obtain an “extract of company register” which is most equivalent to a Certificate of Good Standing. Our correspondents can also obtain apostilles and legalizations for use in countries abroad.
- Due Diligence Searches (i.e Lien, Judgment, Bankruptcy)
Most basic due diligence searches such as bankruptcy searches, patent searches and corporate summary reports are available in Germany, but there is no UCC equivalent or tax lien search available.
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.