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Company registration in Germany. Limited liability company (GmbH). Service offer

The most popular and common form for registration of a legal entity in Germany is a limited liability company (GmbH).
GmbH is governed by the Law on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung - GmbH).

DIRECTORS

- minimum number:
- one
- individual / legal entity:
- only individual
- residence:
- The director does not have to be a resident of Germany/EU, however, when appointing a non-resident director, the following is required: 1) the director can stay in Germany on a regular basis, if needed; 2) a nominee general attorney (Prokurist) provided by German agents is appointed. - public register

SHAREHOLDERS

- minimum number:
- one
- individual / legal entity:
- individual / legal entity
- residence:
- no requirements; - public register
Secretary:
no requirement to appoint a local secretary (but it is recommended)

SHARES

- share capital
- minimum share capital is EUR 25 000; - at least 50% (i.e. EUR 12 500) must be paid in before registration
Financial statements, tax returns, and audit
Preparation and submission of FS and returns is required. Submission of Annual Return is required
Total cost of incorporation (including Compliance fee, preparation and provision of originals constitutive documents of the company, as well as company seal)
from EUR 5800. The cost does not include apostille or translation of documents from/into German. Apostilled set of documents in German – EUR 1455. Translation of apostilled set of documents into English/Russian – EUR 1090 *The final cost will depend on the corporate structure of the company, the number of shareholders and directors, the peculiarities and volume of the company's business activity, and whether it is necessary to apostille or legalize the company's documents.
New company registration time
3-5 weeks after filing for registration
Annual maintenance of the company, including registered office, but not including Compliance fee
from EUR 2200 starting from the first year, including registered office and CCI membership, not including nominees or audit
Fee for nominee director (if necessary)
from EUR 12 100 per year. Fee for the nominee general attorney (Prokurist) – EUR 6 050 per year
Ordinary non-unique nominee director and shareholder, per year (if applicable)
nom. director – USD 990 / year (including 1 general power of attorney); nom. shareholder – USD 375 / year (including 1 general power of attorney); USD 85 – for 1 Director’s signature
Preparation and submission of FS and returns for a non-dormant company
Preparation of annual financial statements: - minimum fee is USD 2100; - in the case of non-dormant financial statements, the fee is charged at hourly rates*; **The fees for preparing annual financial statements and tax returns, quarterly VAT returns, and conducting audit are charged based on the time spent at hourly rates ranging from USD 100 to 400, depending on the type of work and qualification of a specialist involved.
Setup and registration:
Registration procedure: - checking the proposed company name; - signing the Memorandum of Association before a notary public; - opening a bank account; - incorporation; - obtaining national and EU VAT numbers. Registration is usually completed within 6 to 8 weeks after submission of application. GmbH is established by members signing a memorandum of association. The memorandum is signed by members in the presence of a notary who certifies their signatures. The notary makes a GmbH establishment protocol and certifies the signatures of managers on the application for entering the company in the commercial register. A bank account is then opened – the opening procedure takes no more than 30 minutes. Upon account opening, IBAN and BIC/SWIFT will be provided immediately. The minimum share capital is EUR 25 000, i.e. it is enough to transfer at least EUR 12 500 for registration. This amount can be transferred to a newly opened account from any (own or someone else's) account either in Germany or abroad – there are no restrictions. The share capital is not blocked in the account; it can be used. The share capital must be transferred within 1-3 months (if later, the notary will be sending reminders). After receiving the share capital in the account, the bank issues a confirmation in the form of a bank statement that will be delivered to the notary. The notary sends the confirmation of payment of capital to the commercial register - and in 1.5-3 weeks the GmbH is incorporated. After incorporation, an application will be submitted for a national and EU VAT number.
Real office
Renting an office up to 30 m2 costs EUR 300 to 650 / month
Account opening
from EUR 1000, as part of incorporation of the company, mainly: Commerzbank, Deutsche Bank
Compliance fee. Payable in the cases of: - renewal of a company, - liquidation of a company, - transfer out of a company, - issue of a power of attorney to a new attorney, - change of directorshareholderbeneficial owner, except the change to a nominee directorshareholder)
USD 250 (standard rate – includes the check of 1 individual) + USD 50 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL + USD 100 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL. USD 350 (check for High Risk companies, including the check of 1 individual)

The fees are valid as at March 2020.

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19300 EUR
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