Opening a business in Germany

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Open your own business in Germany

Germany attracts businessmen from around the world for several reasons. In this country, there are no significant restrictions on foreign capital as in finance, and in the currency in which transactions are made, except for the obligation of the company to register with local banks all operations on the transfer of funds to other countries and from other countries.

Start his own company in this country can be anyone who has sufficient capital and / or skills, regardless of their place of residence.

In Germany, employers are divided into two groups - the actual business (Kaufleute) and representatives of the "liberal professions» (Freiberufler). All of them are considered to be the owners of their own companies.
forms of ownership

For the first group in Germany, there are a variety of types of organizations associations and companies. With their choice, keep in mind that for large companies is better to prefer corporate form of ownership: limited liability company, joint-stock company (these two forms are most commonly used), Joint-limited partnership (rarely used form).

Corporate company acts as a legal entity. This means that the holder of the rights and obligations is not every single shareholder and the company. On behalf of the Company enters into contracts, it holds assets and pays taxes. In this case, liability is limited to the business assets (including equity).

Consider the two most popular structure of such companies.
Joint-Stock Company

Joint-stock company (Aktiengesellschaft, abbreviated AG). This form is more common in large companies. Such a company is a legal entity and has a three-tier structure - the general meeting of shareholders, the board and the supervisory board. Shareholders decide on the most important issues.

The Board provides ongoing guidance, convene an annual meeting of shareholders and quarterly reports to the supervisory board, which appoints members of the board and its chairman. In turn, the supervisory board consists of representatives of the shareholders, workers and employees of the company.

He presides over the board, coordinates major events, check the company's assets and, if necessary, convene a meeting of shareholders.

Joint-stock company as a legal entity has a certain obligation. For example, it must publish annual financial statements.

Minimum number of participants is five people who may still be legal entities. The Board shall include at least one person (in this case it can not be a legal entity).

Minimum supervisory board - three men, and they can not be both a member of the Board. For companies with a staff of over 500 people at least one third of board members shall be chosen by the vote of the workers and employees of the enterprise.

Companies Act in the version of 1985 defines the minimum amount of share capital of 50 million euros, of which 4.7 should be made prior to the filing of the registration. The nominal value of the shares is at a minimum of 50 euros.

For registration of the company in Germany, you need to provide a charter company (which indicates its name and location, the size and structure of the share capital, as well as the goals of society), documents relating to the cash contributions of the participants in the capital of the company, the instrument of approval of members of the Supervisory Board and the Management Board, a certificate from the bank to introduce a necessary amount of share capital, government authorization (if required) and a certificate from the tax office to pay tax on the working capital.
Limited Liability Company

Limited liability company (Gesellschaft mit beschrankter Haftung, abbreviated GmbH). This is the most common form of society for hybrid partnerships that are created with the participation of domestic capital. Such a company must necessarily be based in Germany.

Most entrepreneurs who open small and medium companies as well as subsidiaries, choose the form GmbH, as it has a more simple system design, rather than a joint stock company and thus has all the advantages of the latter. Limited Liability Company has a legal status and all the rights and responsibilities that come with it.

The participants in this society do not bear any liability of officers, in addition to equity. GmbH has some properties of a limited and a full partnership. In particular, it is not obliged to publish reports. On the other hand, in case of excess capital by more than 61 million euros, increasing the number of members in excess of five thousand, and sales of over 125 million euros, a limited liability company are starting to spread the requirements for joint-stock company.

If the number of employees exceeds 500 GmbH, for the formation of its board acts the same rule as in the case of AG (see. Above). Allowed and sole proprietorship, LLC (the so-called Ein - Mann - GmbH) a natural or legal person.

The minimum capital requirement for limited liability company is 25 million euros, and the minimum size (share) - 250 euros. Part of the funds, as well as in the case of a joint stock company, it is necessary to make the company's registration. For GmbH, this amount is not less than 25% of the amount of the unit. And the size of the initial contribution to the authorized capital, which is required for registration of the company, equal to half of the capital - not less than 12 500 euros.

If the company has a sole proprietor, you have to make share capital in full. In case of partial contribution to the unpaid part must provide a bank guarantee or a note.

The structure of the management of a limited liability company in Germany includes the board, led by administrators, managers and the general meeting of members of the society, which determine the members of the Board. The most important decisions of the general meeting of members. Managers can become not only shareholders, but those who not one of them. The Company is managed by one or more (with one main) control, which also may not be shareholders.

The most important document for the creation of a limited liability company is a contract of its members (in the case of the creation of Ein - Mann - GmbH in such a contract is not necessary). This agreement includes the following items: the name of the company, its location, the scope of activities of the company, amount of share capital, the validity of the contract or of the enterprises (definite or indefinite), the procedure of dissolution (this item is optional). Contract notarized.

In addition, together with the contract must provide: a statement signed by all managers; agreement of the shareholders of the Company on the appointment of the Governing Board; evidence of control that they have not been applied against any sanctions that restrict their right to control; list of shareholders and their addresses; bank certificate of registration at the expense of the required amount; a certificate from the tax office to pay tax on the manipulation of capital. Companies are required to get even a government permit to conduct their activities (travel agencies, taxi companies, financial intermediaries, brokers real estate, hotels and so on. Etc..), Must also provide a copy of the permit.

If the share capital of the company consists of property values ​​and rights, then it is registered, you will be a report on contributed property signed by all founders. It specifies the property and rights to justify their cost (based on the opinions of independent tax consultants and accountants, accounts, evidence of intellectual property rights, contracts concluded, etc..). This whole package of documents is served in the Commercial Court (Amtsgericht), which, in turn, sends the documents to the examination in the local chamber of commerce. The company then entered into the Trade Register (Kommanditgesellschaft) and gets the record sheet, where the name and subject of activity of the company, its location, the size of the share capital, the names and addresses of shareholders, the names of managers. In fact, from this moment the existence of the company as a legal entity, with all its rights and obligations. All information of the record sheet must be published in the Federal Official periodical «Bundesanzeiger».

Registration of a limited liability company will cost 1,500 euros. In addition to the Trade Registry, information on the company is available in the Office of the Superintendent for Business Administration (Gewerbeaufsichtsrat), the Central Land Bank (this does not apply to companies with capital of less than 5,000 euros), a local financial service (Finanzamt) and social security authorities. The company also must necessarily be a member of the regional Chamber of Commerce.

Other common forms of organization in the German business activities include the following types of partnerships.
Partnership with unlimited liability

Partnership with unlimited liability (offene Handelsgesellschaft). All the participants of such a company endowed with full responsibility. This form of organization has no legal status, although it has the same rights and privileges as legal entities. That is, such a company can sue, be sued, to acquire possession of the property.

In this case, it is not necessary to publish financial statements and recorded. Members of the partnership can become citizens of other countries and different legal entities (except the owners and partners in other companies that are engaged in similar activities in the territory of the Federal Republic of Germany). The number of participants in a full partnership, and the amount of their contributions are not limited. If a member departs from the company, it means the cessation of its participation in it (unless the contract otherwise stated). Decisions are taken by members of the society together by common agreement.
Limited partnership

Limited partnership (abbreviated Kommanditgesellschaft, CoKG). This form of organization is a legal entity. This means that it is not mandatory publication of reports. Responsibility of one or more companions (limited partners) to the creditors is limited to the size of the contribution, and the responsibility of other members is not limited by anything (the so-called fully responsible comrades).

For the formation of such a company must have at least two full limited partners. Rules, duties, responsibilities of such an organization the same as those that apply to a full partnership. CoKG members are involved in all revenue and expenditure of the company. However, they do not participate in the board, their names may not appear in the name of the company, and they have no authority in its presentation, unlike comrades with full responsibility.
Corporate Partnership

Corporate Partnership (abbreviated GmbH & Co.KG - combining form a limited liability company with the elements of a limited partnership). From this limited partnership form of organization is characterized in that the liability of limited partners (Kommandisten) limited to their share capital of the partnership. In fact it is a hybrid form of business organization that is suited to entrepreneurs who want to reduce their own responsibility. In this case, the entity retains some flexibility. GmbH & Co.KG is best suited for small businesses and family businesses.

Corporate Partnership is established through the conclusion of a cooperation agreement between the general partner of the limited and participants. It should be entered in the commercial register and registered with the local trade office. To do this, all partners submit an application, which shall be certified by a notary. Registration cost of such a company is about 400 euros.
Small Business in Germany

Small Business in Germany

To register a small business in Germany is simple. So firms need only to register with the local trade office. There are many criteria for the classification of small businesses. However, more often at a small business means a company whose annual turnover does not exceed 250 thousand euros and profit of less than 25,000 euros a year.

In addition to the above, in Germany there is another official form of business organization, which has no analogues in Russia, - Freiberufler. It is suitable for those who do not want or is not able to open a relatively large company, but it has the appropriate skills and abilities that allow them to work independently and to give a certain income. In this case, the entrepreneur can register as Freiberufler the tax office, and in some cases, a professional association, the proper sphere of its activity.

Such a person from the legal point of view is a businessman: he works on himself and earns money (formally similar to the Russian individual entrepreneur). On the other hand, the genus of its activities, in accordance with German law, does not fall under the definition of "enterprise." «Freiberufler» is translated into Russian as "freelancers" who are highly skilled, knowledge and experience. If ordinary businessmen in Germany pay income tax, value added tax and the tax on corporate governance, the representatives of the "liberal professions" are exempt from the payment of the latter.

Freiberufler has much in common with a freelancer, but between these two forms of business, there are certain differences. So, Freiberufler shall have a professional degree in a field in which it operates. It can work on another company or for yourself, but not to the same level with their core business is not to sell products of their own labor, or his business is regarded as a private enterprise and is subject to an additional tax. Of course, an individual entrepreneur is more profitable to work as Freiberufler, of which in Germany, there are more than one million. Together, they create for the country three million jobs, as representatives of the "liberal professions" have the right to hire workers to help themselves. In case of dispute, the decision on whether or not your business enterprise or "liberal profession", takes a financial service (Finanzamt). The list of professions covered by the category of "free" includes physicians and specialists related to medicine (including psychologists, midwives, massage therapists, veterinarians, rescue workers, nurses, and so on. Etc..), With jurisprudence (notaries, lawyers, consultants), with the creative work (designers, actors, dancers, designers, photographers, artists, writers, and so on. etc..) to journalism (journalists, historians, translators), with the technical, pedagogical and economic specialties.