Germany attracts business people from around the world for several reasons. In this country, there are no significant restrictions on foreign capital both in finance and in the currency in which the transactions are made, except for the obligation to register the company in all operations of local banks to transfer funds to other countries and from other countries.
Open your own company in this country can be anyone who has sufficient capital and / or skills, regardless of their place of residence.
In Germany, employers are divided into two groups – the actual business (Kaufleute) and representatives of the “liberal professions» (Freiberufler). All of them are considered to be owners of their own companies.
Forms of ownership
For the first group in Germany, there are a variety of types of organizations associations and companies. When choosing them, keep in mind that large companies prefer better corporate form of ownership: limited liability company (the two most commonly used form), joint stock limited partnership (rarely used form).
Corporate company acts as a legal entity. This means that the holder of rights and obligations is not every single shareholder and the company. On behalf of the Company enters into contracts, it owns the assets and pays taxes. This liability is limited to business assets (including equity).
Consider the two most popular structure of such companies.
Aktiengesellschaft, abbreviated AG. This form is more common in large companies. Such a company is a legal entity and has a three-tier structure – the general meeting of shareholders, the board and the supervisory board. Shareholders decide on the most important issues.
The Board provides ongoing guidance, convene an annual meeting of shareholders and shall report on a quarterly basis to the supervisory board, which appoints the members of the board and its chairman. In turn, the supervisory board consists of representatives of the shareholders, workers and employees of the company.
He presides over the board, coordinates major events, check the company’s assets and, if necessary, convene a meeting of shareholders.
The joint stock company as a legal entity is a definite must. For example, it must publish annual financial statements.
The minimum number of participants is five persons who may still be legal entities. The Board should include at least one person (in this case it can not be a legal entity).
Minimum Supervisory Board – three people, and they can not be simultaneously members of the board. For companies with a staff of over 500 people at least a third of board members should be selected based on the voting of the workers and employees of the enterprise.
Companies Act as amended by the 1985 determines the minimum amount of share capital of 50 thousand euros, of which 4/7 should be made before the submission of the registration of the company. The nominal value of a share is thus a minimum of 50 euros.
For registration of the company in Germany, you must submit a charter company (which indicates its name and location, size and shareholder structure, as well as the target company), documents relating to the financial contributions of the participants in the capital of the company, the instrument of approval of members of the Supervisory Board and the Management Board, a certificate from the bank on the introduction of the required amount in the share capital, government authorization (if required), and a certificate from the tax authorities for payment of tax on working capital.
Gesellschaft mit beschrankter Haftung
Gesellschaft mit beschrankter Haftung, abbreviated GmbH. This is the most common form of society for hybrid partnerships that are created with the participation of domestic capital. Such a company must necessarily be based in Germany.
Most entrepreneurs, opening medium and small firms, as well as subsidiaries, choose the form GmbH, because it is characterized by a simple system of registration, rather than a joint stock company and thus has all the advantages of the latter. Limited liability company has legal status and all the rights and responsibilities that are associated with it.
Members of the society are under no official obligation, in addition to equity. GmbH has some properties of a limited and full partnership. In particular, it is not obliged to publish reports. On the other hand, in case of excess capital by more than 61 million euros, increasing the number of members in excess of five thousand and sales of over 125 million euros, a limited liability company are beginning to extend requirements for the joint-stock company.
If the number of employees exceeds 500 people GmbH, for the formation of its board of acting the same rule as in the case of AG (see. Above). Allowed and sole ownership company (so-called Ein – Mann – GmbH) a natural or legal person.
The minimum capital requirement for limited liability companies is 25 thousand euros, while the minimum size (share) – 250 euros. Part of the funds, as well as in the case of a joint stock company, it is necessary to add to the company’s registration. To GmbH, this amount is not less than 25% of the share. And the size of the initial contribution to the authorized capital, which is necessary for registration of the Company, equal to half of the capital – not less than 12 500 euros.
If the company is a sole proprietor, you have to make the authorized capital in full. Partial contribution to the unpaid part of the need to provide a bank guarantee or promissory note.
The management structure of a limited liability company in Germany includes the board, led by administrators, managers and the general meeting of the members of society that determine the members of the board. The most important decisions are made for the company’s general meeting of participants. Stewards may be not only shareholders, but those who are not one of them. The Company is managed by one or more (one main) control, which may also not be shareholders.
The most important document for the establishment of a limited liability company is a contract of its members (in the case of the creation of Ein – Mann – GmbH in such a contract is not necessary). This agreement includes the following items: company name, its location, the scope of activities of the company, amount of share capital, the validity of the contract or of enterprises (definite or indefinite), the dissolution procedure (this item is optional). The contract notarized.
In addition, together with the contract must provide: a statement signed by all managers; the agreement of the shareholders of the Company on appointment of the Governing Board; the certificate of control that they are not against any sanctions that restrict their right of management; list of shareholders and their addresses; bank certificate of registration on account of the required amount; a certificate from the tax office for the payment of tax on capital handling. Companies must obtain a government permit, and even the implementation of its activities (travel agencies, taxi companies, financial intermediaries, brokers real estate, hotels and so on. D.), Should also provide a copy of this resolution.
If the share capital of the company consists of property values and rights, then it must provide registration report contributed property, signed by all the founders. It specifies the property, and the right to justify their cost (based on the opinions of independent tax consultants and accountants, accounts, evidence of intellectual property rights, concluded contracts, and so on.). The whole package of documents served in the Commercial Court (Amtsgericht), which, in turn, sends the documents for examination to the local chamber of commerce. The company then entered into the commercial register (Kommanditgesellschaft) and receives the sheet where the name and the subject of activity of the company, its location, the size of the share capital, the names and addresses of shareholders, names of managers. In fact, from that moment begins existence of the company as a legal entity, with all its rights and obligations. All information of the record sheet to be published in the Federal official periodical «Bundesanzeiger».
Registration of a limited liability cost 1,500 euros. In addition to the Trade Register, information on the company is available at the Office for Supervision of Business Administration (Gewerbeaufsichtsrat), the Central Land Bank (this does not apply to companies with capital of less than 5,000 euros), the local financial service (Finanzamt) and social security bodies. The company also must necessarily be a member of the regional Chamber of Commerce.
Other common forms of German business organization include the following types of partnerships.
Offene Handelsgesellschaft. All the participants of such a company are endowed with full responsibility. This form of organization has no legal status, although it has the same rights and privileges as legal entities. That is, such a company may sue, be sued, to acquire possession of the property.
At the same time it is not necessary to publish the financial statements and recorded. The members of such associations may be citizens of other states and various legal entities (except for owners and partners in other companies that are engaged in similar activities in the territory of the Federal Republic of Germany). The number of participants in a full partnership and the size of their contributions is not limited. If a member leaves the partnership, it means the termination of his participation in it (unless the contract otherwise stated). Decisions are taken by members of the partnership jointly by common agreement.
Abbreviated Kommanditgesellschaft, CoKG. This form of organization is not a legal entity. This means that it is not mandatory publication of statements. The responsibility of one or more companions (limited partners) to the creditors is limited to the size of the contribution, and the responsibility of other members is not limited by anything (the so-called fully responsible comrades).
For the formation of such a company must have at least two full limited partners. The rights, duties, responsibilities of the organization are identical to those that apply to a full partnership. CoKG members participate in all income and expenses of the company. However, they do not participate in the board, their names can not appear in the name of the company, and they have no authority in its view, unlike comrades with full responsibility.
Corporate partnership (abbreviated GmbH & Co.KG – combination form a limited liability company with the elements of a limited partnership). From the limited partnership form of organization is characterized by the fact that the responsibility of the limited partner (Kommandisten) limited their share capital of the company. In fact it is a hybrid form of business organization that is suited to entrepreneurs who want to reduce their own responsibility. At the same time, the company retains a certain flexibility. GmbH & Co.KG is optimally suited for small businesses and family businesses.
Corporate partnership created by the conclusion of a cooperation agreement between the host partner and the limited participants. It shall be entered in the commercial register and registered with the local trade office. To do this, all partners submit an application, which shall be certified by a notary. The costs for registration of such companies account for about 400 euros.
Small business in Germany
To register a small business in Germany is simple. So firms need only to register with the local trade office. There are many criteria for the classification of small businesses. However, most often at a small business means a company whose annual turnover does not exceed 250 thousand euros and the profit is less than 25 thousand euros per year.
In addition to the above, in Germany, there is another official form of business organization that has no analogues in Russia, – Freiberufler. It is suitable for those who do not want or is unable to open a relatively large company, but it has the appropriate skills and abilities that allow them to work independently and to obtain a certain income. In this case, the entrepreneur can register as Freiberufler the tax authorities and, in some cases, professional associations, relevant to its activities.
Such a person from a legal point of view is a businessman, he works with himself and earns money (formally similar to the Russian individual entrepreneur). On the other hand, the genus of its activities, in accordance with German law, does not fall under the definition of “entrepreneurship”. «Freiberufler» translated into Russian as “freelancers” who are highly skilled, knowledge and experience. If ordinary business in Germany pay income tax, value added tax and a tax on corporate governance, the representatives of the “liberal professions” are exempt from the payment of the latter.
Freiberufler has much in common with a freelancer, however, between these two forms of business there are certain differences. So, Freiberufler must have special education in the area in which it operates. It can work on another company or for yourself, but not to the same level with its main activity is not to sell the products of their own labor, or his business is regarded as a private enterprise and is subject to an additional tax. Of course, the individual entrepreneur more profitable to work as Freiberufler, in Germany, of which there are more than one million. Together, they create a country of three million jobs, as representatives of the “liberal professions” have the right to hire workers to help themselves. In cases of dispute, the decision on whether or not your business or enterprise “liberal profession” takes financial service (Finanzamt). List of occupations covered by the category of “free”, includes doctors and specialists related to medicine (including psychologists, midwives, massage therapists, veterinarians, rescue workers, nurses, and so on. D.), With the legal sciences (notaries, lawyers, consultants), with the creative work (designers, actors, dancers, designers, photographers, artists, writers and so on. d.) to journalism (journalists, historians, translators), technical, educational and economic specialties.