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Germany

The GmbH is by far the most common form of incorporated company in Germany snd accounts for 90% of the companies which we form there. The GmbH is equivalent to a French Sàrl, Spanish or Italian SL or a Dutch BV. Its UK equivelant is a Private Limited Company who name ends with Ltd or Limited.  

REQUIREMENTS

The creation of a GmbH requires the notarization of the articles of incorporation plus the appointment of the first managing director(s), the application also needs to be submitted to register the company in the commercial register. The shareholder or their representative, based on a notarial power of attorney with a certification of authority and, if signed in England, the Apostille affixed thereon has to sign before a German notary a short deed concerning the incorporation, including the articles of association and the appointment of one or several managing director(s). The new managing director(s) has/have to sign an application with the commercial register (including several statements, e.g. the confirmation that the stated capital has been credited to the bank account of the new company, and that an instruction by a German notary has taken place, etc.; the signature(s) require certification from the Notary). A bank account will then be opened, the money can then be paid in to that account and finally, the notary will send the documents to the commercial register.

Company Type:  Limited Liability Company (GmbH) 
Name:  Can be freely chosen with certain restrictions; the name must be authorised by the Chamber of Industry and Commerce, and must end in "GmbH". 
Capital:  Minimum capital of 25,000 €, one quarter of which must be paid in (at least 12,500 €). The mininum amount of capital is due to be reduced to 10,000 € in 2006. 
Shares:  No shares, only company stakes. 
Shares Index:  Partners are entered in the commercial register. 
Registered Agent Requirement:  No 
Registered Headquarters:  Yes 
Entry in the Public Register:  Yes, commercial register. 
Shareholders:  Partners: no minimum (one-man company is allowed), nationals or foreigners, natural or legal persons. 
Directors:  At least 1 chief executive 
Incorporation Period:  3-4 weeks weeks (shelf companies are an option if speed is an issue) 
Disclosure of Beneficial Owner:  No 
Disclosure of Shareholders:  All partners must be entered in the commercial register. Anonymity can be safeguarded by using nominees. 
Disclosure of Directors:  Yes 
Trading Restrictions:  No; however certain activities require authorisation. 
Taxation:  Turnover tax: 7-16 %
25% corporate tax
Capital gains tax
Trade tax varies according to municipality
Solidarity surcharge 
State Tax Charges:  No 
Double Taxation Agreements:  Yes 
Financial Statements:  Yes 
Tax Returns:  Yes 
Accounting:  Yes 
Annual Reports:  Yes 
Formation Costs:  3 850 € (minimum capital 25 000 €)
4 850 € shelf company (minimum capital 25 000 €) 
Annual Running Costs:  3 500 € (minimum) - 7 900 € (full service with support staff) 

TIMEFRAME
 
The company can be set up in 3-4 weeks upon receipt of all documentation.

PROCEDURE
 
In order to commence the formation procedure, we will require the following :


UK / Ireland020 7175 0041
(International +44 20 7175 0041)
US / Canada1 954 866 5986
(INTERNATIONAL +1 954 866 5986)
Australia and New Zealand+61 2 9191 7472
(INTERNATIONAL +61 2 9191 7472)
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