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Regulation on Company Formation in Germany

Key points of Incorporating in Germany

  • It takes only one to two weeks for incorporating a new company in Germany
  • The requirement for directors of a company is only one of any nationality
  • It is compulsory for a director to visit Germany to finalize the incorporation
  • The shareholders can be of any nationality, and a minimum of only one is required
  • The shareholders of the company can be 100% foreigner stakeholders
  • The minimum share capital requirement for a GmbH is €25,000
  • With our 10 years of experience, we help and support you throughout every step of the company formation process

The following are required to commence incorporation of your German GmbH

  • Name of your company
  • Each and every director’s full name, address, date of birth and nationality
  • Every shareholder’s full name and address

Mandatory documents to be provided

  • Identity proof (copy of passport, national ID, driving license with photo)
  • Residential address proof (electricity/gas bill or last three months credit/debit card bank statement)

Registered Office of the LLC Company

It is necessary for all GmbHs to have a certified agent and a registered office space. The registered office space is a place where all the official documents are provided and it ought to be a physical address in Germany, which is included in our Standard Company Formation Package.

Prerequisites of Share Capital

  • The least share capital requirement for an LLC (GmbH) should be €25,000.
  • The minimum face value of the share capital should be divided into €100.
  • The shareholders can make contributions of Capital in varying amounts to make up the share capital. The least capital contribution should be however € 100 and it should be divisible by 50.
  • The contributions towards capital can be made either in the form of cash or in the form of investment. While incorporating your company you should open your bank account at once after signing the deed of incorporation with the notary, moreover, the share capital amount should be deposited into the account. Along with the company status, the amount used for incorporating the company should be declared in the bank statement which has to be filed with the court of registration.

Articles of Association of a GmbH company

A GmbH may possibly only be originated by a written agreement acknowledged by a notary and stating the following obligatory points:

  • The name of the company
  • The key function of the business
  • The registered office of the company
  • The share capital amount (Stammkapital).
  • The amount to be contributed by each and every shareholder towards the share capital
  • In case, if the shareholder is a foreign company, then its registered office and the names of the members of the board should be recorded.

Or else, Articles can be prepared plausibly freely. But it is desirable to cover the accompanying areas in the Memorandum and Articles: company duration, selection of managers, level of agent powers of managers, conference of general meeting, distribution of votes, transfer of shares, legacy of shares, making of yearly accounts, sharing out of profits, repurchase of shareholdings, construction costs, exclusion from restriction on managers contracting with themselves.

A pre-approved text can be used by the companies created by cash subscription and covering up to three shareholders and a single managing director for their business statutes. The organizations which are formed with these pre-approved statutes should still visit a notary; on the other hand, proficient procedures are inset at the notarial office, the Chambers of Commerce and the mercantile courts to endorse the formation.

Managing Directors of a GmbH company

The shareholders of the company will appoint the managing Directors (Geschäftsführer) and they don’t necessarily need be German nationals. If, for the major part, business is carried out from the Federal Republic of Germany, subsequently care should be taken with view to the needs regarding residence or work permits. It is the duty of the Managing Director(s) to characterize the business activity to third parties.

It is the responsibility of the managing directors to give in a written assertion that no situations persist which may perhaps prejudice their selection as Managing Director. These are the situations of nature like; any prior bankruptcy default, or any court order restricting the pursuit of trade performances (‘Gewerbeuntersagung’). Additionally, it is incorporated in the declaration submitted is an affirmation on the part of the Managing Directors that they have been educated as to their unhindered responsibility to make available information to a court of law.

The managing directors of a GmbH manage and legally represent the company. The minimum requirement should be at least one managing director, who doesn’t need to be a German resident or a shareholder.

Shareholder Capital Contributions of a GmbH company

Different denominations of the amount can be made a capital contribution by the shareholders, to sum up the share capital. Still, the minimum capital contributions should be €100 and it should be divisible by 50.

The contributions of the shareholders can be in the form of cash or even in the form of assets. If the formation of the shareholder is through the non-cash process then the details of the same have to be made by them.

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