German commercial law provides a wide range of legal forms of enterprises. Let us briefly examine their features.
Einzelunternehmen – private enterprise. Full control, full responsibility. To open Einzelunternehmen, you simply enroll in Gewerbeamt’e. You can have several of these companies can thus also be employed, but with one limitation – but not from himself! (Wed below Ein-Mann-GmbH). All that from you at the same time requires the state – timely and properly submit their income tax returns. However, it wants this and any other company.
No one tells you how to start-up capital should start a business. Nobody interferes with your plans and operations.
This form is good for the start-up phase. While your turnover – Umsatz and profits – Gewinn not exceed certain values: respectively 250 000 DM, and DM 48,000 per year. In this case you are not a so-called Vollkaufmann’om, t. E. The entrepreneur to whom the requirements of commercial law apply in full. In Handelsregister you do not contribute, your Gewinn is calculated under a simplified procedure. But you meet its obligations to all its property – the difference between the assets of the enterprise and private property in this sense is not.
Gesellschaft des buergerlichen Rechts (GbR) – Society of Civil Law. The simplest form of business partnership. The GbR can unite all employers for any business purposes, as well as representatives of the liberal professions: self-employed teachers, doctors, lawyers, engineers, architects, translators, writers, journalists, and other artists. For them Gewerbeamt’e registration is not required. However, for purely commercial enterprises, this form is not provided – in this case it is necessary to create OHG (see. Below). Register companions is the same as the registration of private entrepreneurs, added only agreement between them on the distribution of equity. Form of Agreement arbitrary, notarization is not necessary. The minimum start-up capital is not required by law, accounting simplified – but each participant is again responsible for the company’s obligations to all property. At this time, to the extent of set out in the agreement.
Offene Handelsgesellschaft (OHG) – an open trading society. More solidity, but also more risk. The foundation agreement can be concluded in any form, in theory, even verbally. Member of such a society is, in principle, as an entrepreneur, but OHG immediately, regardless of the size and Umsatz’a Gewinn’a, it becomes Vollkaufmann’om, which means that we should be sure to register in the Handelsregister and perform a number of other, far cheap formalities. The more expensive and will cost accounting, which must be carried out in full.
The minimum start-up capital is not required by law and, in this case, which means that once again there is unlimited liability. However, this combination of seriousness and total clearance of personal responsibility attached OHG in the eyes of partners and creditors greater weight. Sometimes OHG quoted even higher than, for example, GmbH (cm. Below).
Partnerschaftsgesellschaft (PartnG) – society partners. The new legal form. This form resembles OHG, but it is not for business, but for the cooperation of representatives of the liberal professions. PartnG entered into a special Partnerschaftsregister, responsibility – complete. If the law of a particular profession limits the responsibility of the participant PartnG, it must have civil liability insurance contract Haftpflichtversicherung.
Kommanditgesellschaft (KG) – limited partnership. A small start-up capital. The KG includes general partner – Komplementaer and limited partner. The first does not make start-up capital and is liable with all its assets, and the second – making (in which case capital called limited) and is responsible within it. All cases leads Komplementaer, as a limited partner, as a rule, has no right to interfere in his decisions.
This form is good in cases where to get start-up capital from a partner is easier than, for example, get a loan.
All of these businesses are not legal entities. All property companies is part of the personal belongings of the participants (or the owner of a private enterprise).
Gesellschaft mit beschraenkter Haftung (GmbH) – a limited liability company. GmbH is the most popular form of enterprise with a registered capital. Society as a legal entity responsible within its authorized capital or start – Stammkapital, the minimum size is the law – 50,000 DM or better – 25 000 euros. It is not made at least 25 000 DM, the firm is not entered in the Handelsregister and is not eligible. Responsibility of members GmbH corresponds to their share in the share capital recorded in the memorandum – Gesellschaftsvertrag. If a participant has made his share of not completely, the liability in the amount of the unpaid amount applies to his personal fortune. The proportion can be made both in cash and property or intellectual property rights. In the latter case, however, it is inevitable lengthy, complicated and expensive procedure introduced by peer review.
Despite the limitation of liability in the provision of loans to banks and other lenders usually require private surety – Buergerschaft. Thus, the participants themselves are often forced GmbH vouch for their company and meet the credit obligations in full, including personal property.
GmbH appoint members from among themselves or hire on the side of the head – Geschaeftsfuehrer’a (one or more), which conducts public affairs. If you want to influence the operational decisions taken by the firm, it is not enough just to be a party to it. You must be assigned Geschaeftsfuehrer’om or confidant – Prokurist’om and sign a corresponding agreement with the company. If you want to not only take the reins into their own hands, but also constantly affect its business, your share in the authorized capital must be greater than 50%!
Ein-Mann-GmbH – GmbH with one participant. Himself employer. In contrast to the practice that existed in the former Soviet Union, in Germany allowed the existence of a limited liability company with only one member. This form combines the advantages and Einzelunternehnen GmbH – You do a host (or hostess) in his firm conducts all the works themselves, but the answer within the capital and property of the company, not personal property.
Some documents Ein-Mann-GmbH a curious look. On the appointment of a meeting of shareholders a written notice is you yourself. Lsobranie decisions are made “, on which there is only one party – you are. You’re out there and vote alone. For example, for the fact that 100% of the profits you get. To his hiring as Geschaeftsfuehrer’om, you sign up with themselves working contractual But what can you do, the law does not exempt such companies from the mandatory documents!
GmbH & Co. KG – a variety of opportunities. Here we are talking about KG (cm. Above), in which instead of individual Komplementaer’om is GmbH. This makes it possible to limit the liability of Komplementaer’a its authorized capital. Participants GmbH, as a rule, are limited partners KG. The extent of their influence on the operational decisions independent of the shares in the GmbH.
Stiller Gesellschafter, stiller Teilhaber – unofficial companion. Investment of personal capital without complications. Stiller Gesellschafter participates in the capital of the company (or, for example, machinery), but in the founding documents does not appear. To influence the decisions of the company partner usually can not and often only interested in the profits of the company. Of course, this should convince a partner to take over part of the business risk.
Businesses of any type may be unspoken companions. All the formalities in this case reduced to a bilateral agreement.
In addition to these, there are other forms of enterprises, such as various types of joint stock companies, which, in our opinion, can hardly be recommended for first-time entrepreneurs.
What form the company to choose? It depends on the fate of your business, and therefore yourself. Recipes are not and can not be. Each form has its advantages and disadvantages. What’s good for you can be uncomfortable for the other.