The limited liability company in Germany, also known as a limited liability company or simply GmbH, is one of the most common company structures in Germany. It is an extremely flexible structure as it combines numerous legal advantages while having very few limitations. In Germany, the GmbH is subject to corporation tax (KSt), the solidarity surcharge and trade tax.
GmbH can be founded with at least one shareholder, provided that it has a share capital of at least EUR 25,000. The share capital can be deposited in cash, contribution in kind or contribution. As an exception, the shares in the GmbH may neither be sold publicly nor entered on the public stock exchange. The company is managed by the shareholders' meeting. The day-to-day decisions and business are taken care of by the company's board of directors, appointed by resolution of the shareholders' meeting.
GmbH formation procedure in Germany All legal requirements and regulations for the formation of the GmbH are determined by the company law.
Before starting the incorporation process, it is highly recommended to apply for an availability check to check the availability of the company name with the local Chamber of Commerce and Industry department, notarize the company incorporation documents and open a bank account. In this preliminary stage, share capital must be paid into the bank account.
In order to initiate the incorporation process, the following company documents must generally be submitted to the local commercial register authority:
Application for company formation; notarized articles of incorporation; A document stating the Board of Directors and its structure; A document proving that the share capital has been deposited. All documents listed above must be submitted in digital form in accordance with German standards for digital filing and verification. The formation of a newly founded company takes place on the basis of a central electronic platform that is developed and operated by the commercial register of the Federal Republic of Germany.
Trade license and sales tax acquisition The next logical step before starting business is to apply for a business license from the local Economics and Standardization Office, followed by registration with the National Statistics Office (providing all necessary operational, industry and financial information). Data). After that, newly founded GmbHs should also submit and register with the local IHK and the local department of the employment office.
The employment office should hear the case and assign a company an eight-digit number that must be reported to the social welfare office. After all the previous steps have been carried out and completed, the GmbH must submit an application to the federal health insurance fund. In addition, legal notices should be sent to the Central Tax Administration informing about the newly formed company, with all the above points leading to registration for the German corporate tax and sales tax payer number.
After completion of the company formation procedure, the company can finally start its business operations. Because the majority of companies registered in Germany need local employees. Employers are largely offered a well-trained workforce. It is also possible to look for employees at the numerous local recruitment agencies.
Company account opening in Germany If you are not a German resident, even if you are a citizen of another EU member state, there are still certain verification and compliance procedures to open a corporate bank account in Germany. This means that your company is expected to comply with certain legal requirements, such as B. a local tax number, place of residence and some other relevant things.
There are also additional compliance requirements as it can be quite difficult to prove credit history for a newly incorporated company, international invoices can easily cause problems and raise questions meaning most banks will not be willing to take the risks which can lead to the refusal to open a business account.
Such a practice complicates things quite a bit, as smaller traders from other EU member states, small e-commerce traders and all those business people dealing with online marketplace businesses usually struggle to get paid. For example, if you are willing to have an Amazon marketplace connected business account with a German bank, you will most likely need to have a business account with a local German IBAN number in order to receive money, simply for security reasons, which can cause problems.
For many customers, the best practical solution would be to find an online business banking partner that offers a virtual business bank account, such as a B2B Pay. It can be especially useful if you are able to get a multi-currency virtual account, which means you can receive money and store money in multiple different currencies.