GmbH Company Registration
Germany Key Points
- Time – 1-2 weeks to incorporate your company
- Directors – only one director of any nationality, is necessary for your company
- Directors – a director must travel to Germany to finalise the incorporation
- Shareholders – only one shareholder of any nationality, is required
- Shareholders – 100% foreign shareholders allowed
- Share Capital – the share capital requirement for a GmbH is €25,000
- Support – using our 20 years experience we guide you throughout every step of the company formation process
Articles of Association
A GmbH may only be founded by a written contract documented by a notary and specifying the following mandatory points:
- The company name
- The purpose of the company
- The company’s registered office
- The amount of share capital (Stammkapital).
- The sum to be paid by each shareholder towards the share capital
- In the event that a foreign company is a shareholder, its registered office and the names of the members of its board must be recorded
Companies formed by cash subscription and having up to three shareholders one managing director may use a pre-approved text for their company statutes. Companies formed with these pre-approved statutes must still go to see a notary; however, streamlined processes are in place at the notarial office, the Chambers of Commerce as well as the commercial courts to approve the formation.
Memorandum and Articles
The Articles must include the following details:
- Company name
- Registered office
- Object of business
- Amount of share capital
- Amount payable by each proprietor as his share of the proprietors capital.
Otherwise, Articles can be drafted reasonably freely. But it is advisable to cover the following areas in the Memorandum & Articles: duration of company, appointment of managers, extent of representative powers of managers, convocation of general meeting, allocation of votes, disposals of shares, inheritance of shares, production of annual accounts, allocation of profits, repurchase of shareholdings, formation costs, exemption from ban on managers contracting with themselves.
Managing Directors (Geschäftsführer) are appointed by the shareholders and need not be German nationals. If, for the most part, business is run from the Federal Republic of Germany, then care must be taken with regard to the requirements concerning residence or work permits. It is the responsibility of the Managing Director(s) to represent the business enterprise to third parties.
Managing Directors are to submit a written assurance that no circumstances prevail which could impair their appointment as Managing Director. Circumstances of this nature are, by means of example, any previous bankruptcy offences, or a court ruling prohibiting the pursuit of business activities (‘Gewerbeuntersagung’). Further to be included in the assurance submitted is a confirmation on the part of the Managing Directors that they have been instructed as to their unrestricted duty to provide information to a court of law.
A GmbH is managed and legally represented by its managing directors. It must have at least one managing director, who does not have to be a shareholder or a German resident.
Shareholder Capital Contributions
Capital contributions of varying amounts can be made by the shareholders to make up the share capital. However a capital contribution must be at least €100 and must be divisible by 50.
Shareholders contributions can be in cash or in the form of non-cash contributions. In the case of a non-cash formation the shareholder must provide a report with the valuation of their contribution.