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Germany
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Germany
The most widespread form of a capital society in Germany is a society with limited liability - GmbH. (Gesellschaft mit beschränkter Haftung ).Less popular form of the capital society is public limited company is (AG) due to it big minimum authorized capital amounted 50 000 Euro and more complicated system of governance.
Formation. The first step for establishing a German company is setting up its memorandum of association which must be notarized by a notary public in Germany. The following information and documents are normally required to this effect:
Founders of GmbH can be one or more physical and-or legal persons. Minimum authorized capital is 25 000 Euro. The responsibility of founders and owners is limited to their contributions to the authorized capital. Before registration each founder should invest not less than one quarter of his/her share in the authorized capital. The sum should be not less than 12 500 Euro. If founders are not permanent residents of Germany; they are required to enter the authorized capital in full even before registration.
The authorized capital is not required to be constantly on the bank account after the incorporation of the Company. Money can be removed and used under the discretion of heads of firm after the completion of the company incorporation procedure.
Registration of GmbH - consuming and not cheap process. Registration is carried out in court.
Formation and activity of GmbH is regulated by the special law (Gesetz betreffend die Gesellschaften mit beschränkter Haftung --GmbH - Gesetz).
Board of Directors. The business and affairs of the company are managed by a Board of Directors that consists of one or more persons who may be individuals or companies. There are no nationality limitations.
Registered Office and Agent. A Company must appoint a Registered Office within the Republic.
Disclosure. Public Registry provides all the information regarding companies, including directors, secretary, registered office and shareholders. Anonymity can be saved by using nominees.
Bearer Shares. There are no shares in this type of organization, only company stakes.
Taxation. Turnover tax 7-16%, 25% corporate tax, Trade tax varies according to municipality.
Books, Records and Common Seal. A Company must have a corporate seal. Seals must be used if the company enters into a contract which, if entered between natural persons, would be required by law to be in writing and under seal. Everyday accounting is required. All reports have to be signed by the accouter who is licensed in Germany for that purposes. One copy of books and records has to be kept in Germany. Audit is required for “large size” companies.
Powers of Attorney. All the necessary contracts can be made by a representative who requires a written power of attorney. The signature of the person who is represented must be authenticated by a notary public (or by a German consular officer, respectively). The company's future chief executive officer must personally sign the application for registration. This signature must also be authenticated by a notary public. These powers are not recorded in the Public Registry. |  |
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