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business-in-Germany-tips
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purchase of shares in a company
founding of a joint venture
provision of funds for the companies, branch offices or business premises with investment resources or subsidies, or extending of loans.
Legal forms
All legal forms of businesses covered by the commercial law are available to foreigners when setting up a company in Germany. German company law distinguishes between companies limited by shares (limited liability companies, joint stock companies and partnerships limited by shares) and partnerships (general partnerships, limited partnerships, dormant partnerships). When founding or purchasing companies subject to German law, foreigners are subject to exactly the same regulations as German nationals.
The most widespread corporate form in the Federal Republic of Germany is the limited liability company (GmbH). The legal foundation for this is the GmbH law. The GmbH is an incorporated company with its own legal corporate body. Its shareholders have a capital stake in the subscribed capital divided into original shares without having to accept personal liability for the company’s debts.
Setting up a GmbH
An individual person can set up a GmbH. Shareholders of a GmbH can also be legal entities - subject to either domestic or foreign law. According to a new decision of the European Court of Justice (ECJ) foreign companies from EU-member states will be recognized if they are validly incorporated in their EU home country. For companies from Non-EU countries a similar legal evaluation can be expected.
Subscribed capital
The minimum subscribed capital of a GmbH is EUR 25,000. The minimum share is EUR 100. To be able to register, at least half of the subscribed capital including non-cash contributions has to be paid. In a one-person company, the entire capital must be paid immediately. If there are non-capital contributions, a special non-cash contribution report has to be presented, as in company law, so that the assessment can be verified by the registrar of companies.
Memorandum of Association in notarial form
To set up a GmbH, it is necessary to create a Memorandum of Association in notarial form. The company does not exist until it is registered in the register of companies. The shareholders are personally liable for business activities in the preparatory stages before registration. The name of the GmbH must either be based on the object of the company or on the shareholder’s name. It must always contain the suffix "mit beschränkter Haftung" ("with limited liability").
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