Germany

Turnkey company registration

Preparation and coordination with the Chamber of Commerce of the future name and types of activities of the Company;
Preparation of the Articles of Association of the Company;
Preparation of information for a notary and a list of founders;
Notary services for the registration of the Company;
Court and government fees, Trade Register fees;
Monitoring of the registration of the Company;
Filling in the necessary forms and registering the Company with the tax and finance department, the commercial chamber and other government agencies;
- Payment for the publication in the media of the entry in the commercial register of a new company in accordance with §10 HGB.
Types of companies and their characteristics

In Germany, persons who are not residents of Germany or the EU can establish the following types of companies:

Limited Liability Company - GmbH
Simplified form of LLC - mini-GmbH, UG
Joint Stock Company - AG
GmbH (Gesellschaft mit beschrankter Haftung)

As in Russia, one of the most popular organizational and legal forms is a limited liability company - GmbH.

GmbH structure:

- At least 1 director. Individual. There is no residency requirement. (We recommend putting a resident - a German citizen at the head of the company. This will make it easier to open a bank account)

- At least 1 shareholder. An individual (may be a director of a company). There is no residency requirement.

- The minimum authorized capital is 25,000 Euro. When registering, the authorized capital must be deposited into the company's bank account in the amount of at least 50% of the total amount of the authorized capital, i.e. not less than 12.500 Euro. The second half is paid at the beginning of the company's activity or during the first year of the company.

- GmbH is obliged to have a registered legal address with a telephone number at the place of registration.

- The name of the company must be unique and approved by the Chamber of Commerce and Industry, the abbreviation "GmbH" is required.

UG (mini-GmbH) (Unternehmergesellschaft haftungsbeschränkt)

An alternative to GmbH with a registered capital of 25,000 euros, which is required to be deposited upon registration of the company, is the UG form of ownership, upon registration of which it is sufficient to deposit a share capital of 1 euro.

A feature of this form is that the authorized capital is accumulated gradually, through the annual transfer of 30% of the company's profit to the authorized capital. When the amount of the authorized capital reaches 25,000 euros, it is necessary to transform UG into GmbH.

Among the shortcomings of this legal form, it should be noted that it is difficult to open accounts for UG in German banks. A possible option is to open accounts with foreign banks.

AG (Aktiengesellschaft)

The joint-stock company has in its structure a general meeting of shareholders, a board of directors, and a supervisory board. This form is suitable for large businesses.

AG structure:

- At least 1 shareholder. A natural or legal person. Members' liability is limited to their capital contribution. There is no residency requirement.

- At least 1 member of the management board and additionally at least 3 members of the supervisory board. There is no requirement for the chairman of the board to reside.

- The minimum authorized capital is 50,000 Euro. A quarter of it must be entered at the time of registration.

- AG is obliged to have a registered legal address with a telephone number at the place of registration.

- The name of the company must be unique and approved by the Chamber of Commerce and Industry, the abbreviation "AG" is required.

§21 AufenthG provides an opportunity to obtain a residence permit for entrepreneurs whose business is of economic interest to Germany. For a request for a residence permit, a business plan and other documents are provided.

Reporting in Germany

In accordance with the law, all legal entities in Germany are obliged to publish their annual financial statements and balance sheets annually.

Reporting includes:

- Balance sheet
- Gains and losses report
- Statement of changes in equity
- Cash flow statement
- Management report
- Notes
Companies submit annual tax returns for corporate, trade and value added tax to the tax office before May 31 of the year following the reporting year.

Firms serviced by tax agents have the opportunity to submit reports until December 31 of the year following the reporting year.

Since 2013, all reporting in Germany is filed electronically.

Basic taxes for corporations in Germany

1. Corporate tax

German societies are taxed at a flat rate of 15%, plus a solidarity surcharge (similar to personal income tax) of 5.5% of the tax amount. Thus, the flat rate is 15.825% .;

2. Trade tax

This is a kind of local tax. Local authorities can increase the base rate of the trade tax, as a result of which the rate of this tax ranges from 14 to 17.15% of the firm's profits, depending on the land and the community. The minimum income subject to this tax is 60,000 euros;

3.VAT

The standard tax rate is 19%. For food products, a reduced rate of 7% applies. The legislation provides for certain conditions under which there is an exemption from the payment of this tax. For example, export transactions, including the provision of export services, the sale or lease of real estate and land, the provision of loans, medical activities, including in the field of alternative medicine, veterinary medicine.

4. Income tax for corporations

The tax rate ranges from 15% to 30% (plus solidarity tax). In the event of the application of the Agreement on the avoidance of double taxation, the taxpayer has the right to demand refund of the tax paid in an amount exceeding the tax rate actually payable.

5. Tax on income from invested capital

This type of tax is levied on interest on deposits, income from securities, as well as on dividends received by members of companies with authorized capital when distributing profits.

The rate of this tax is 26.375% (including the 5.5% solidarity surcharge).

Required documents For individuals:

1. In the event that the founder of the company personally comes to Germany for

company registration, he is required to:

Passport;
The presence of an amount in the amount of 25.000,00 / 12.500,00 EUR for the introduction of the statutory
capital to the company's bank account.

2. In the event that the founder of the company during the registration of the company personally

will not be present, the following documents are required from him:

Copy of passport with registration;
Power of attorney addressed to one of our employees with a request
register a company. The power of attorney is required in original and with

apostille / legalization. The preparation of this power of attorney is included in the package our company registration services.

3. Personal presence of the director at the notary when registering a company in Germany is required.

For legal entities:

The required package of documents for legal entities may vary depending on from the jurisdiction of the parent company. Basic documents for legal entities different jurisdictions are:

a. For European jurisdictions:

Company charter;
Extract from the trade register;
Information about the final beneficiary

b. For Cyprus:

Certificate of Good standing;
Certificate of Incumbency;
Certificate of Director & Secretary;
Certificate of Registered Address;
Certificate of Beneficial owner;
Information on ultimate beneficial owner.

c. For Hong Kong:

Сet of corporate documents, which includes:
Incorporation Form (NNC1)

Articles of Association

Certificate of incorporation

Business Registration Certificate

Company Particulars Report
Certificate of Continuing Registration
Information on ultimate beneficial owner.
d. For island jurisdictions:

Affidavit under apostille;
Certificate of Good Standing;
Certificate of Incumbency;
Register of Shareholders;
Register of directors;
Information on ultimate beneficial owner;
Resolutions to change directors or founders

All documents must be prepared and submitted under an apostille, with a date of creation not older than three months at the time of their use in Germany.

Translations and / or additional documents are available at the request of the German Commercial Register.