The most common in Germany, the legal form of business is a limited liability company (Gesellschaft mit beschrankter Haftung – GmbH). Currently, their number exceeds 500 thousand (compared to stock companies has only 3000).
GmbH, by definition, is a society, but it allowed the establishment of not only a few individuals or legal entities, but only one person. In order to form GmbH is not required, as a rule, special permission. The law also does not provide any restrictions based on the nationality or residence of founders, ie foreigners and stateless persons have the right to be members of the German limited liability companies.
Establishment GmbH carried out through the signing parties to the memorandum of association (Grundungsvertrag); it is necessary, even when the founder is one single person. The contract must necessarily include the following elements: name (company) and address of the company, activities, size of fixed capital (Grundkapital), the distribution of shares between the parties, the form and timing of their introduction, the length of the existence GmbH, additional responsibilities of participants (if any). In addition, the memorandum determined other relations between the parties and between the parties and the public, such as the procedure for management, appointment and powers of the management office of society outside, the disposal of the contributions (alienation, transfer by inheritance and so forth.), Preparation annual balance sheet, profit distribution, dispute resolution, etc. Preparation of the memorandum of association is recommended to charge a specialist – a lawyer or notary; The fees of counsel for consultation and preparation of the contract – approx. 1.5 thousand. DM.
The contract signed by the participants in the presence of a notary, who assured them of signatures. By notarized power of attorney participants GmbH may represent the company in the establishment of a third party. Notary of the protocol establishment GmbH, and shall be signed by the Governing Application for entry in the commercial register the company and samples of their signatures, which will be stored in the court. For notary fees charged (Gebuhren), the size of which depends on the value of the equity capital. In most cases, they are about 600 DM.
The next stage – registration GmbH and the fixed capital formation.
The size of the equity capital must be at least 50 thousand DM. The share capital is private property GmbH as a legal entity. It is formed from certain in the memorandum of contributions of participants. The proportion of one member can not be less than 500 DM. As a rule, investments in fixed assets made in the form of money as deposits in the form of complex things require compliance with formalities. Prior registration is entered at least half of the equity capital, ie, at least 25 thousand. DM; Each participant must at the same time does not make meneeodnoy-quarters of its share. If a society has only one shareholder, he shall immediately give GmbH or the full amount of the equity capital or raise at least half of this amount, while the remaining half of the present provision, for example, the guarantee (Burgschaft) or bank guarantees (Bankburgschaft).
Registration is done by entering the company in the commercial register (Handelsregister), who leads the District Court (Amtsgericht). To do this, the court served signed by all managers and notarized statement with all necessary documents: the agreement on the establishment, the list of participants, confirming the authority of managers and a sample of their signatures, confirmation of making contributions to fixed assets. In some cases additional documents, such as permission to carry out certain activities or documents on the transfer of public things and assess their value.
The procedure for inclusion in the register GmbH takes usually 2-3 months. Since then, the company acquires the status of a legal entity. Registration fee is approx. 200 DM.
Notice of Registration GmbH published by the court in the press. The cost depends on the volume of publications and on average approx. 500 DM. The newly created company must be within one month after entry in the commercial register in the register financial management (Finanzamt) and some other institutions, such as local government in charge of business activities (Gewerbeamt, Bezirksamt, etc.).
In the end – a few tips on how to make the establishment of GmbH is a quick and hassle-free.
The first thing you should pay attention before drawing up the memorandum of association – the name of the future society. The company may keep the name of one or more participants (for example, Schmidt GmbH) or be fancy, ie not bearing semantic meaning, with the addition of an activity (eg, Aurora Aussenhandelsgesellschaft mbH); in any case, a mandatory part of the name becomes a legal form – GmbH. When choosing a name sure to consider the rules on the legal protection of trade names, and the requirement to ensure the originality of the company. To do this, before the conclusion of the memorandum of association advisable to consult a patent attorney (Patentanwalt) or local Chamber of Commerce (Industrie- und Handelskammer – IHK).
Second Memorandum of Association be recommended so as to minimize the need for it later changes and additions. For example, it should be the widest possible to determine the scope of society. It is not advisable to specify in the contract the name of the manager; better to issue its purpose a separate protocol.
Third, investments in fixed assets is better to make in cash; transfer of items (Sacheinlage) requires the conclusion of special contracts, submission of documents confirming compliance with the size of the contribution value of the property and so forth., which greatly complicates and slows down the procedure for the institution.
Fourth, you must make sure that the business activity to be carried founded company, does not require a special permit. Licensed, for example, work on the provision of hotel services, carrying out of construction work, the implementation of financial services, real estate, transportation and so forth. If authorization is required, it should advance to obtain and submit to the court along with the other documents.
Fifth, keep in mind that GmbH becomes an independent entity only after entry in the register. So be careful when entering into transactions and making payments of fixed capital to the registration of the company: in certain cases may come personal responsibility of the founders and managers of such undertakings.