Company registration in Germany

Presents itself as a potentially lucrative entrepreneurial concept. This nation boasts the most substantial economy within Europe and holds the 4th position among global economic entities.

The multifaceted economy draws sustenance from a thoroughly matured and dependable facilities, exceedingly proficient crew, an unwavering statutory framework, and a world-renowned capability in research and developmental pursuits. These and various other merits render the nation an appealing choice for visionaries aspiring to initiate a startup venture on the European continent.

Advantages of incorporating a firm in Germany

1. It distinguishes itself as one of the utmost and remarkably resolute exchange economies, granting a fortified and exceedingly sophisticated political and economic framework. Vigorous legal safeguards empower backers to uphold their entitlements and safeguard their industrialized and intellectualized assets.
2. This nation presents itself as among the largest consumer markets globally, ranking as the second most significant importer and the third most substantial exporter of consumer-centric agricultural goods on an international scale, simultaneously serving as a significant European market for overseas manufacturers. This state holds the primary position for enlisting a logistics enterprise within the European domain.
3. Germany secures a place within the upper echelons of the world's most inventive nations, with a dedicated emphasis on harnessing scientific progress for economic advancement. The government showcases its devotion to applied research by financing research institutes and backing the establishment of fresh corporations in the German landscape. In December 2019, the regime instituted a commission and allocated funding to support the BIA, a newly established entity tasked with propelling innovation through radically new technologies. Emerging investors possess heightened potential to reshape markets through novel offerings, services, and value networks.
4. An extensively evolved banking structure.
5. Bilateral agreements (DTAs) inked with over 80 nations globally.
6. Commencing a business venture becomes particularly advantageous for research endeavors. Germany holds the foremost position in Europe for research endeavors. German research and development receive funding worth billions of euros annually from federal resources, facilitating the nation's ascension as a worldwide front-runner in pioneering accomplishments.
7. A comprehensive array of schemes bolster a wide spectrum of commercial undertakings, catering to every stage of the investment trajectory. The backing encompasses monetary incentives to recoup direct investment outlays and extends to incentives for job creation.
8. The possibility to remotely establish a company within Germany is feasible.
9. Germany garners commendable ratings for the potency of its startup ecosystem, securing the 9th spot among 202 nations on a global scale.

Launching an investment project in Germany: key sectors

Primary sectors:

• Technology and electronics sectors.
• Aviation and space exploration sectors.
• Financial services.
• Energy sector. Germany fulfills a considerable portion of its energy demands through external sources and allocates substantial resources to research and development in sustainable energy solutions.
• Bulk trading enterprises.

Initiating a firm: attainable forms

There exist four primary categories for the establishment of a German enterprise:

• Limited liability establishment (GmbH/UG);
• Publicly listed corporation (AG);
• Collaborative venture;
• Individual ownership.

Main features of the GmbH/UG

GmbH stands as an autonomous legal entity. The obligatory investment for enlisting a limited liability establishment in Germany stands at a minimum of 25 thousand EUR. The contributions from partners can take the form of non-monetary assets. Commencing the establishment of a GmbH necessitates an initial outlay of at least one-fourth of the total initial capital, contingent on the condition that these disbursements are executed in cash rather than non-monetary assets. The aggregate sum, encompassing the complete valuation of all non-monetary asset contributions, must amount to no less than fifty percent of the minimum capital requisite (12,500 EUR).

The formation of a GmbH in Germany necessitates the involvement of a minimum of 1 initiator. These initiators possess limited direct responsibility towards the company's creditors, thus only facing the jeopardy of losing their initial financial input. Legal entities, whether registered under German or foreign jurisprudence, hold the eligibility to become members of a GmbH. The appointment and removal of directors are subject to the decisions of the members' assembly. As part of the procedure for setting up a German GmbH, a legally attested agreement must be executed amongst the initiators.

Registration of a joint-stock organization

AG serves as an autonomous juridical entity. The bottommost investment, which stands at 50 thousand EUR, can be constituted by shares bearing a nominal value of no less than 1 EUR per share, or by shares lacking a nominal value. A German AG can be inaugurated by a sole natural or legal entity, irrespective of nationality. This AG mandates the presence of a management board, potentially encompassing a single or multiple individuals designated by a supervisory board (comprising a minimum of 3 individuals). The predominant role of the supervisory board is to oversee the operational administration conducted by the director or management board.

Main features of the partnership

Non-resident investors can form two types of partnership in Germany:

• general (OHG);
• restricted (KG).

A general partnership materializes when a minimum of 2 associates join forces, with each partner holding unrestricted liability. This partnership mandates at least 2 members, and each partner assumes unrestricted accountability. Legal entities, irrespective of whether they are constituted under German or foreign statutes, can become participants in an OHG. Following the inception of a general partnership within Germany, all partners are granted the authority to wield management prerogatives. However, the collective representation of the partnership by multiple partners or the exclusion of specific partners from OHG representation must be explicitly outlined in the partnership agreement.

Upon founding a German limited partnership (KG), one partner must shoulder boundless liability, while another partner's liability is confined to their contribution in the KG. Legal entities are admissible as partners in a KG. Generally, subsequent to the enrollment of a KG in the German system, only full partners possess the authorization to act as representatives of such a business framework.

Main characteristics of the FE

The accountability of a sole proprietor is without bounds. All business correspondence should include the business name, the legal configuration of the enterprise, the address of the commercial establishment, and the registration number assigned within the Commercial Register.

Is it possible to open a branch office of a foreign company in Germany?

Registered commercial establishments possess the capacity to create autonomous branches, a process that necessitates registration within the Commercial Register. Prerequisites:

• own ownership;
• separate accounting + the manager has a certain freedom in managing the branch.

A foreign enterprise has the option to inaugurate two distinct categories of branches: autonomous and affiliated.

In the case of opting for an autonomous branch in Germany, it is crucial to acknowledge that this form of business maintains a specific level of autonomy from the main parent company. This autonomy encompasses managerial decision-making authority, distinct bank accounts, separate bookkeeping records, and assets independent of those of the parent corporation.

Registration of a subsidiary

A trading subsidiary refers to a venture under the control of the parent entity. Upon the establishment of a subsidiary in Germany, the parent organization possesses over 50% of the ownership rights within the subsidiary. However, from the standpoint of commercial governance and taxation, the parent and the subsidiary are recognized as separate business entities.

Steps to enlist a firm by a non-resident

The provisions regarding the opening of a German company are defined in the Company Law. The following are the steps to be followed in order to institute a firm:

• select a business type;
• reserve a name;
• draw up the Memorandum of Association;
• submit the documents to the registrar for review;
• open an account in a German bank to deposit capital;
• apply for a business license in Germany (if required);
• register with the Tax Office.

Banking

Initiating a corporate account with a German bank typically entails a personal meeting with representatives from the bank. To mitigate potential complexities, it is advisable to engage professionals who specialize in working with German banks, including notable institutions like Commerzbank and Deutsche Bank. These experts are equipped to offer guidance and recommendations for remotely establishing a company account in Germany. Below are a few of the characteristics associated with commercial accounts in this context:

1. Internet banking/remote access.
2. Debit/credit cards.
3. Low transaction fees.
4. Multi-currency accounts.

Taxes

As in any other country, the tax burden has a direct impact on the company's activities. Therefore, before registering a legal entity in Germany, it is worth familiarising yourself with the tax system of this country:

Investment incentives

While registering a company in Germany, consider that the administration extends myriad inducement initiatives and communal monetary instruments that are eligible for GRW monetary endowments.

Mitigating the expenses linked to the initiation of novel facilities can be achieved through fiscal encouragements furnished in the guise of subsidies. Considerable enterprises stand to receive recompense of as much as 20 percent for eligible capital outlays, while enterprises of middling dimensions can secure up to 20 percent, and tinier ventures acquire as high as 40 percent.

Conclusion