The most common legal forms of economic activity in Germany are:
– General partnership (offene Handelsgesellschaft), in which all participants (partners) are fully and jointly and severally liable to the creditors. A general partnership is not a legal entity, while enjoying the rights and privileges of the latter: may acquire property, sue, to act as a defendant. But it is not obliged to publish their accounts and to register.
Member of the Association may be citizens of any state, in Vol. H. And legal persons (other than those who are owners or associates of another company operating in Germany in the same area as a given company). The size of contributions and the number of members is not limited. Disposal of one of his fellow entails, as a rule, the termination of the partnership (unless otherwise specified in the contract). Decisions are made in partnership with all partners;
– Limited partnership (Kommanditgesellschaft, abbreviated CoKG), for which the property is not recognized as a legal entity. It is not obliged to publish its accounts. The responsibility of one or more companions such company (limited partners) is limited by the size of the contribution to the creditors, and the responsibility of other comrades are not limited to (fully responsible comrades). In the formation of a limited partnership must have at least two full partners.
In a limited partnership subject to the provisions established for the general partnership, unless otherwise indicated. Limited partners are involved in the profit and loss account of a limited partnership, but not authorized to represent it (as opposed to the general partners), they usually can not participate in the board, their names can not appear in the name of the company;
– There is a form that combines the limited liability company (see. Below) and limited partnership (abbr. GmbH Co.). From the limited partnership, this form is characterized in that it no individual property can not be held liable;
– Joint-stock company (Aktiengesellschaft, abbreviated AG). This form is most common in large companies. Companies Act as amended in 1985 defines the minimum amount of share capital of 50 thousand euros, of which 4/7 should be made before the registration of the company. The minimum nominal value of a share is determined by 50 euros.
Joint-stock company (the company) has a three-tier structure (general meeting of shareholders, board of directors, the supervisory board). The general meeting decides the most important issues. The Board deals with the current leadership, it should convene an annual meeting of shareholders, as well as a quarterly report to the Supervisory Board. The Board and its chairman are appointed by the Supervisory Board. The Supervisory Board consists of representatives of the shareholders and the workers and employees of companies, and its objectives are to control the board, approval of major events, check the company’s property and the convening of the meeting of shareholders (if necessary).
The joint stock company is a legal entity. It is obliged to publish annual financial statements. The minimum number of its founders is 5 guests (there may be legal entities), the minimum number of board members is determined by 1 person (legal person can not be a member of the board), the minimum composition of the Supervisory Board – 3 members (you can not simultaneously be a member of the Board and Council for companies with the number of workers and employees more than 500 people ‘/ o board members shall be selected from them);
– A limited liability company (Gesellschaft mit beschrankter Haftung, abbreviated GmbH). This is the most common form of mixed companies with the participation of domestic capital, based in Germany. This is due to the fact that it is the most convenient form for small and medium businesses and affiliated companies, the procedure of its establishment is much simpler than the procedure for founding of the company, and at the same time GmbH retained the main advantages of the company. As a joint stock company GmbH recognized legal entity bearing the exclusive financial responsibility for its obligations. For debts of his party GmbH (shareholder) another of his possessions except in the public interest, is not responsible.
Simultaneously GmbH retains some of the advantages of full and limited partnership. So GmbH is not obliged to publish reports. However, it must fulfill the same requirements as public companies if the capital exceeds 61 million euros, with sales prevyshaet125 mln. Euros and the number of employees is more than 5 thousand. People. The Supervisory Board also created on the GmbH, if the number of its employees exceeds 500 people. Perhaps sole proprietorship GmbH (Ein-Mann-GmbH) a natural or legal person.
The minimum share capital for the GmbH is 25 000 euros, while the minimum size of share -250 euros. At the time of registration you need to make at least 25% of the share. In this initial contribution to the charter capital required for legal registration of a society is not the sum of least 12 500 euros. In the case of a sole proprietorship must be paid all the statutory capital (in the unpaid part shall be submitted to the bank guarantee or promissory note).
The management structure GmbH – a two-tier (board headed by managers – managers who are appointed by the general meeting of members of the society). The main issues of the general meeting resolved participants. Managers of a company may not only shareholders, but also people from the outside. At the head of the company is managing (there may be several, among them – the chief), who need not be a shareholder of the company.
The main documents required for the establishment of GmbH is a contract of members of this community (for companies with one member of such an agreement is not needed). It must be certified and contain the following items: company name; the seat of the company; OBJECTIVES OF THE COMPANY; the size of the authorized capital; term of the contract or of enterprises (definite or indefinite, the procedure of dissolution). The last item is included at the request of partners.
To register in addition to the treaty are required: 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 were not used against the sanctions that restrict their right to be managers; list of shareholders and their addresses; certificate from the bank on introduction to his account the required amount from the tax office to pay tax on capital. Company, which, by their occupation and still have to get a government permit (travel agencies, taxi companies, financial intermediaries, real estate brokers, hotels, etc.), Are obliged to apply this resolution. Finally, if the charter capital consists of property values and the law, to register the necessary founding report contributed property (signed by all founders) fixing insertion property (rights) to justify the cost of that property, including the conclusion of independent tax consultants and accountants, and – on the possibilities – accounts, confirmed by intellectual property rights, contracts (for example, for the provision of one party to another corporate credit) and other. documents filed in the Commercial Court (Amtsgericht), for approval GmbH. Court sends documents to expertize in the local chamber of commerce.
After examination of the society entered into the Trade Register and shall be issued record sheet, which shall include the name and the subject of activity of the company, his whereabouts, the size of the share capital, the names and addresses of shareholders, the name of one or more shareholders elect administrators. Thereafter GmbH is considered legal capacity and shall publish the above information about themselves in the official periodical “Bundesanzeiger”. The cost of registration is 1,500 euros GmbH. Apart from the trade register required to be registered company in the Office of Supervision of Business Administration (Gewerbeaufsichtsrat), local financial authorities (Finanzamt), as well as in the central land bank (except for small companies with capital of less than 5 000 euros.) And local welfare. .Chlenstvo Gorgovoy local Chamber is mandatory. For registration of the company is required to submit the charter (it should contain the trade name, location, company size and structure of the equity goals of society), all documents relating to monetary contributions, in capital of its participants, the documents according to the members of the Supervisory Board and the Management Board, a certificate of Making the required amount in the share capital, the necessary government authorization (if a permit is required), a certificate from the tax office for the payment of tax on working capital.
Restrictions on financing of foreign companies in the local capital market is not. In Germany, there are no significant financial and foreign exchange restrictions on foreign capital, except for the obligation to register in the local banking institutions the operation to transfer funds abroad and from abroad.
Thus, to form GmbH requires the following steps:
- The number of people (in case it is not about Ein-Mann-GmbH – GmbH with one founder) decided to form a GmbH for commercial activities.
- Development of the memorandum of association (the location of the GmbH, the main lines of business). The minimum charter capital is 25 000 euros.
- The notarization of the memorandum of association (from now upavlyayuschy GmbH can carry out commercial transactions, the so-called Vor-GmbH).
- Appointment of – the manager, the supervisory board, the advisory board.
- Opening a bank account, making the charter capital.
- The entry in the commercial register. Since then, the GmbH exists as a legal entity.
- The publication in a newspaper of education GmbH.
Basic tax rates require the company to pay in taxes on average about 70% of its profits. Taking into account the tax and other benefits the company actually pays less than 50% of their profits, but this level allows us to conclude that Germany is a country with a very high level of taxation.
In Germany there are about 50 types of taxes. The main taxes on companies are:
- tax profit corporations (at a rate of 36% distributed among the shareholders of profit and 50% in the amount retained 46% of the branches of foreign companies);
- the local trade tax (on capital and income on the base rate of 5% of retained earnings plus about 0.2% of the capital). Local authorities can increase the base rate of trade tax, resulting in a tax rate varies from 15 to 24% of the profits of the company, depending on the land and the community. Minimum income taxation under this tax is 60 000 euros;
- property tax (in the amount of 0,45-0,6% of the net assets of the company, ie. E. Its net debt). When the value of the property of the company less than 60 000 euros tax will be charged;
- value added tax (basic bet amount is 15%);
- a tax on the movement of capital (paid at the establishment of the company in the amount of 1% of its share capital, 0.25% on the acquisition of securities in the amount of 2.5% of the amount paid for the purchase of shares in the capital has created a limited liability company) ;
- a local land tax (on land, the procedure of calculation similar to the calculation of trade tax, the base rate is 0,26-0,6%, the real rate of 1.2% on average);
- tax on interest from cash deposits in the monetary institutions (10%).