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Company and Branch Establishment in Germany

Company and Branch Establishment in Germany

As FT Danışmanlık, our Company and Branch Establishment service in Germany is aimed at companies that want to step into the dynamic business world of Germany. We offer a wide range of professional consultancy services ranging from Limited Liability Company (GmbH) and Joint Stock Company (AG) incorporations to branch or dealer openings in Germany.

Advantages of Company Formation in Germany

With its developed economy and stable business environment, Germany offers attractive opportunities for companies. Opening a branch office in Germany or setting up a completely new company there facilitates access to European markets and contributes to the growth of your business on a global scale.

What do our services cover?

  1. Company and Branch Setup: Comprehensive support for GmbH or AG company set-ups and branch openings in Germany.
  2. Residence and Work Permit Consulting: Management of procedures such as residence and work permits and blue card applications for company owners, staff and family members.
  3. Follow-up of Legal Processes: Detailed follow-up and consultancy of all legal processes related to the establishment of a company or branch in Germany.
  4. Legal and Financial Consultancy: Legal and financial consultancy services required for the establishment and expansion of your company in Germany.

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Types of Companies Operating in Germany

There are various types of companies for those who want to start a business in Germany. These types differ according to the nature of business activities, capital size and the way the business is conducted. Company types in Germany can be categorized into three main groups: Sole proprietorships (Einzelunternehmen), Partnerships (Personengesellschaften) and Capital companies (Kapitalgesellschaften).

Important Note: People wishing to set up sole proprietorships or other types of companies must have a valid visa and residence permit in Germany. This is an important part of the company formation process and must be taken into consideration.

  1. Einzelunternehmen (Sole Proprietorship): Usually preferred by self-employed individuals and small businesses. The sole owner is responsible for all debts of the company and there is no minimum capital requirement. The person who will establish a sole proprietorship must first have a residence permit in Germany.
  2. Partnership Companies: The company types in this category include structures where the shareholders are responsible for all debts of the company with their personal assets. Partnership companies can be established by at least two individuals or legal entities.
    • GbR (Ordinary Partnership): Can be established by at least two persons, carries unlimited liability and does not require a minimum capital.
    • KG (Limited Partnership): Requires at least one fully liable and at least one limited liability partner.
    • OHG (Collective Partnership Company): Can be established by two or more partners and the partners are liable for all their assets.
    • GmbH & Co. KG (Limited and Limited Liability Company): A type of KG in which a GmbH is the fully liable partner.
  1. PartG (Partnership Company): Established by self-employed persons and does not require a minimum share capital.Capital Companies: In this type of company, the shareholders are only liable in proportion to the capital they contribute to the company.
    • GmbH (Limited Liability Company): The private liability of the shareholders is limited and a minimum capital of 25,000 euros is required for incorporation. The process of obtaining a residence permit can also be postponed until after the incorporation process.
    • UG (Temporary Limited Company): Can be established as an alternative to a GmbH with low capital.
    • gGmbH (Non-Profit Company): Established for social or charitable purposes and is a variant of the normal GmbH.
    • AG (Joint Stock Company): A type of company whose share capital is divided into shares and can be traded on the stock exchange.

At FT Danışmanlık, we help our clients who want to start a business in Germany to understand these various company structures and choose the type of company that best suits their business model and goals.

Germany's Most Popular Company Type: GmbH

The GmbH (Gesellschaft mit beschränkter Haftung) is one of the most popular company types in Germany. This type of company has a structure that limits the shareholders' investments and responsibilities.

Advantages

  1. Limited Liability: Shareholders are only liable for the amount of capital they have invested in the company. This ensures that their personal assets are protected from company debts.
  2. Flexible Management Structure: The management of the GmbH is shared between the shareholders and the board of directors, which creates a flexible business structure.
  3. Credibility and Reputation: The GmbH status helps the company to be perceived in the market as a reliable and serious business. Not only in Germany, but also in all European countries, GmbHs are seen as a reputable and safe type of company.

Installation Process and Required Documents

The process of setting up a GmbH (Gesellschaft mit beschränkter Haftung) in Germany usually involves the following steps:

 

  1. Identifying a Business Idea and Preparing a Business Plan: As with any company formation, first of all, a solid business idea and a comprehensive business plan should be created,
  2. Checking and Booking the Company Name: Make sure that the chosen company name is unique in Germany,
  3. Notarization and drafting of the articles of association: For the establishment of a GmbH, a company agreement is drawn up before a notary public. This includes the company's field of activity, shareholders and management structure
  4. Capital Investment: A GmbH needs a minimum capital of 25.000 Euro. At least half of this capital (12,500 Euro) must be invested during the establishment phase. The remaining amount can be deposited within one year.
  5. Opening a Bank Account: A bank account must be opened for the capital investment and the capital must be deposited there.
  6. Registration with the Trade Registry: In order for the company to officially exist, it must be registered with the local Trade Registry. The documents required for this registration will be the notarized articles of association and proof of capital investment from the bank.
  7. Registration with the Tax Office: The company is registered with the local tax office and a tax number is obtained.
  8. Other Administrative Procedures: At this stage, various administrative procedures are completed, such as social security procedures for the staff to be hired, workplace insurance and obtaining the necessary permits.
  9. Commencement of Business Operations: Once all these steps have been completed, the company can officially start its operations.

Required Documents:

  1. Notarized Articles of Association: Contains the company's objectives, capital structure and management rules.
  2. Registration in the Trade Registry: Required for the official recognition of the company. The Trade Registry Court keeps this information publicly available to ensure the transparency and reliability of companies and businesses, thus contributing to the maintenance of trust and stability in the business world. These records are used as a reference point in legal proceedings and commercial relations.
  3. Notification to the Tax Office: Required for the company to obtain a tax number.
  4. Set-up Time: It usually takes 4-6 weeks to prepare the documents and complete the procedures.

Capital Requirement

A minimum capital of EUR 25,000 is required for the establishment of a GmbH. This indicates the financial security of the company and its capacity to fulfill its obligations.

At least half of this capital, i.e. 12,500 euros, must be paid in at the time of incorporation. This represents the minimum capital required for the company to start operating.

The remaining 12,500 euros can be paid within one year after incorporation. This provides flexibility for companies to manage their financial obligations more comfortably.

The uses of this invested capital usually include:

  1. Working Capital: To provide the necessary cash flow for day-to-day operations.
  2. Equipment and Material Purchase: Purchase of equipment and materials necessary to carry out the company's activities.
  3. Personnel Expenses: Personnel expenses such as salaries of employees, social security payments.
  4. Marketing and Advertising Expenses: Expenditures required for the company's promotion and marketing activities.
  5. Rent and Office Expenses: Office space rent and office operating expenses.

The capital structure of the GmbH and the use of this capital ensures that the company is built on a solid financial foundation and creates a sustainable business model. This contributes to the long-term success of the company.

Tax Details

  • GmbH is subject to corporate tax. This tax rate is calculated based on the company's profits and is determined on an annual basis in Germany.
  • VAT and other local taxes may also apply depending on the company's activities.
  • The GmbH is also required to prepare annual financial reports and submit them to the tax office.

These features of the GmbH make it an ideal company structure for both small and medium-sized businesses and is one of the most popular company types in Germany. At FT Danışmanlık, we guide our clients through the GmbH formation process every step of the way so that they can make the most of this advantageous company structure.

Responsibilities of the Company Manager and Partner

  1. Daily Management: Responsible for the operational management of the company.
  2. Legal Compliance: Ensures that the company complies with all legal and regulatory requirements.
  3. Signature Authority: Has the authority to sign agreements on behalf of the company and assumes the legal responsibilities associated with such signatures.

Company Partner Responsibilities:

  1. Investment Obligations: Investing capital and making financial contributions to the company.
  2. Participation in Decision Making Processes: Have a say on important decisions and strategies.

Other Important Points:

  • Signature Responsibility: Usually the company director is responsible for signatures on behalf of the company. However, this responsibility depends on the regulations and limits of authority in the company's articles of association.
  • Obligation to Pay Salary to the Director: It is usually mandatory to pay a salary to the company director, but the amount of this salary may vary depending on the company's financial situation and agreements.
  • Knowledge of German: Knowledge of German by the company director may be a practical necessity when doing business in Germany, but is not a legal requirement. However, for local regulations and business relations, knowledge of German can be an important advantage.

Company Operating in More Than One Line of Business

In Germany, it is possible for a company to operate in more than one line of business, but this can vary depending on the structure of the company and the sector. Some important points are as follows:

  1. Determination of Fields of Activity: During the establishment phase of the company, the fields of activity must be specified in the trade registry.The company should not go beyond the fields of activity registered in the trade registry. The trade registry may need to be updated to add new fields of activity.
  2. Legal Compliance: Different business lines may have different legal regulations and license requirements. For example, some sectors such as food, pharmaceuticals, manufacturing, finance and transportation may require special licenses.
  3. Accounting and Taxation: The accounting and taxation processes for different lines of business can be complex. The income and expenses of each line of business may need to be tracked separately and tax obligations may need to be fulfilled.
  4. Marketing and Brand Management: Different lines of business may require different approaches to marketing strategies and brand management. These factors, which may have an impact on the overall image of the company and customer perception, should be carefully managed.
  5. Operational Management: Managing different lines of business can pose operational challenges, such as workflows, human resource management and logistics. It is important that each line of business is managed effectively.

Operating multiple business lines in Germany can be advantageous depending on the size, resources and management capacity of the company. However, it is necessary to take into account the legal, accounting, tax and operational requirements of each line of business.

Achieve Success in Germany with FT Danışmanlık

With our Company and Branch Formation service in Germany, we aim to strengthen your business presence in the European market. Our professional team guides you through all stages of company formation and business expansion in Germany.

Professional Support for your Global Vision: FT Danışmanlık

If you want to set up a company or branch office in Germany, FT Danışmanlık is at your side. We provide all the necessary support and consultancy for the global success of your business.

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