Germany


Various Germanic tribes have occupied what is now northern Germany and southern Scandinavia since classical antiquity. A region named Germania was documented by the Romans before AD 100. During the Migration Period that coincided with the decline of the Roman Empire, the Germanic tribes expanded southward and established kingdoms throughout much of Europe. Beginning in the 10th century, German territories formed a central part of the Holy Roman Empire. During the 16th century, northern German regions became the centre of the Protestant Reformation. The rise of Pan-Germanism inside the German Confederation, which had been occupied during the Napoleonic Wars, resulted in the unification of most of the German states in 1871 into the Prussian dominated German Empire. After the German Revolution of 1918–1919 and the military defeat in World War I, the Empire was replaced by the parliamentary Weimar Republic and lost some of its territory as a result of the Treaty of Versailles. Despite its prominence in many scientific and cultural fields at that time, Germany experienced significant economic and political instability, which intensified during the Great Depression. The establishment of the Third Reich, or Nazi Regime, in 1933 eventually led to World War II and the Holocaust. After the defeat of 1945, Germany was divided by Allied occupation, and evolved into two states, East Germany and West Germany. In 1990, the country was reunified.

Service packages

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Service item Express Standard Optimum
Company registration
Legal address per year
Secretarial services for the first year
Fees and duties for the first year
Apostilled bound set of incorporation documents
Compliance fee
Nominee service per year
Bank Account Pre-approval
Price

7 040 USD

14 382 USD

14 882 USD

I want to order «»

Contact method: and / or

Core Services

5 800 EUR

— Incorporation

including incorporation tax, state registry fee, including Compliance fee

Included

— Annual government fees

Stamp Duty and Register of Commerce incorporation fee

2 200 EUR

— Corporate legal services

including registered address and registered agent, NOT including Compliance fee

90 EUR

—Delivery of documents by courier mail

DHL or TNT, at cost of a Courier Service

1 455 EUR

— Apostilled set of Statutory documents

Optional services

Nominee Director

Paid-up “nominee director” set includes the following documents

6 050 EUR

Nominee Shareholder

Paid-up “nominee shareholder” set includes the following documents

Related services

Tax Certificate

Company’s tax residence certificate for access to double tax treaties network

Certificate of Good Standing

Document issued by a state agency in some countries (Registrar of companies) to confirm a current status of a body corporate. A company with such certificate is proved to be active and operating.

Compliance fee

Compliance fee is 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 director / shareholder / BO (except the change to a nominee director / shareholder)

250 EUR

Basic

simple company structure with only 1 physical person

50 EUR

For legal entity in structure under GSL administration

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

100 EUR

For legal entity in structure not under GSL administration

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

350 EUR

For client with high risk Status

Cost of incorporation, including first year servicing 7040
Cost of nominee shareholder services per year, including an apostilled set of documents 7342
Cost of annual service, starting from the second year 2670
Open account in 26780
Incorporation timescale for a turnkey company 1 week
Country 26743

General information shortly

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Total area Population Capital Unemployment Corruption perceptions index rank
357.021 sq. km 80.716.000 (2014) Berlin 5.2% (2013) 12 (2013)
Location Western Europe
National currency Euro
Conditional reduction of currency EUR
Against USD 0.73
Climate, average max and min t° Temperate continental climate,middle temperature (July) +16/+22°; middle temperature (January) 0°
Time difference from Moscow - 2 hours
Dialing code +49
State language German
Ethnic groups German 92%, post-Soviet emigrants 2,69%, Turks 2,14%, other 3,17%
Literacy rate 98%
Credit rating AAA
Government type Federal parliamentary republic
Executive branch Federal government consisting of a chancellor and ministers
Legislative branch bicameral parliament: Bundestag and Bundesrat
Judicial branch Federal Supreme Court (Bundesgerichtshof), Federal Constitutional Court (Bundesverfassungsgericht), Federal Administrative Court, federal Labor Court, Federal Social Court and Federal Finance Court
GDP per capita rank 18 (2013)

Corporate info

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Shelf companies permitted Legal system Incorporation timescale for a turnkey company Cyrillic alphabet permitted in company name Local registered office
Yes civil law 1 week No Yes
Types of entity Limited Liability Company (GmbH), Joint Stock Company (AG), European Joint Stock Company (S.E.), Entrepreneurial Company (UG haftungsbeschränkt), Civil Law Company (GbR), Open Trading Partnership (OHG), Commandite (KG), Limited Partnership (GmbH & Co. KG), Partnership limited by shares (KGaA), Registered Association (e.V.), Sole Proprietoir (Einzelunternehmer), Private Fund (Stiftung)
Incorporation timescale for a new company 1 week
Company suffix "Gesellschaft mit beschränkter Haftung" or "GmbH"
Sensitive words General describing terms (AutoGmbH), as well as specific names, if there is no founder or director with such name
Local registered agent No
Information to be kept at the registered office corporate documents
Seal required, type of seal not required
Redomiciliation (to, from) permitted not permitted

Director and secretary

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Minimum number of directors Residency requirements for directors Corporate directors permitted Disclosure to local agent Disclosure to public
1 No No Yes Yes
Directors’ meetings/frequency/location No requirements
Company secretary required No (but recommended)
Residency requirements for a secretary No, but the Secretary shall communicate and maintain correspondence in German
Qualified secretary required No
Corporate secretary permitted No

Shareholder and beneficiary

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Minimum number of shareholders Residency requirements for shareholders Corporate shareholder permitted Disclosure to local agent Disclosure to public
1 No Yes Yes Yes
Meetings/frequency/location Yes / annually / no requirements
Beneficiary info disclosure to Yes

Shares and share capital

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Minimum authorized share capital Minimum issued share capital Minimum paid share capital Authorized capital payment deadlines Bearer shares permitted
25000 25000 12500 No requirements Yes
Issued capital payment deadlines Upon issue or within terms provided for by the terms of shares issue and specified in the relevant Resolution on shares issue.
Standard currency Euro
Standard authorized share capital 25000
Standard par value of shares 1
Shares with no par value permitted Yes

Taxes

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Min. rate for corporate tax Capital gains tax VAT Withholding tax Exchange control
~30% Regular rate 19% 25%/0%/15% No
Personal tax 14% - 45%
Corporate tax (in detail) Income tax is levied at a rate of 15%. The general income and trade tax rates can be around 30% in Berlin and 33% in Munich.
Capital gains tax. Details Capital gains derived from the sale of a domestic or foreign corporate subsidiary are effectively 95% tax-exempt.
VAT. Details The standard VAT rate is 19%. For some types of goods and services - 7%.
Other taxes Real property tax, inheritance tax, transfer tax, municipal trade tax, social security contribution
Government fee No
Stamp duty No

Accounts

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Requirement to file accounts Publicly accessible accounts Audit required Requirement to file Annual Return Publicly accessible Annual Return
Yes No No Yes Yes
Requirement to prepare accounts Yes
Double tax treaties network 96
Tax Exchange Information Agreement network 22
OECD member Yes
Offshore/onshore status according to the RF laws No

GENERAL INFORMATION

General Info

Germany, officially the Federal Republic of Germany, is a country in Western Europe which borders with Denmark in the north, with Poland and Czech Republic in the east, with Austria and Switzerland in the south, and France, Luxembourg, Belgium and Netherlands in the west.
Total area of Germany is 357.021 sq. km. Population of Germany is 80.716.000 (2014). Ethnic groups include German - 92%, post-Soviet emigrants - 2,69%, Turks- 2,14%, other - 3,17%.
The capital of Germany is Berlin.
The official language of Germany is German.
The official currency is Euro (EUR). 1 USD is equal to 0.73 EUR.
The climate of Germany is temperate continental climate, middle temperature (July) +16/+22°; middle temperature (January) 0°
Time difference with Moscow is - 2 hours.
Literacy rate is 99%.
Calling code of Germany is +49.

History

Various Germanic tribes have occupied what is now northern Germany and southern Scandinavia since classical antiquity. A region named Germania was documented by the Romans before AD 100. During the Migration Period that coincided with the decline of the Roman Empire, the Germanic tribes expanded southward and established kingdoms throughout much of Europe. Beginning in the 10th century, German territories formed a central part of the Holy Roman Empire. During the 16th century, northern German regions became the centre of the Protestant Reformation. The rise of Pan-Germanism inside the German Confederation, which had been occupied during the Napoleonic Wars, resulted in the unification of most of the German states in 1871 into the Prussian dominated German Empire.
After the German Revolution of 1918–1919 and the military defeat in World War I, the Empire was replaced by the parliamentary Weimar Republic and lost some of its territory as a result of the Treaty of Versailles. Despite its prominence in many scientific and cultural fields at that time, Germany experienced significant economic and political instability, which intensified during the Great Depression. The establishment of the Third Reich, or Nazi Regime, in 1933 eventually led to World War II and the Holocaust. After the defeat of 1945, Germany was divided by Allied occupation, and evolved into two states, East Germany and West Germany. In 1990, the country was reunified.

Government Type

Germany is a parliamentary republic.
The head of state is the president who is invested primarily with representative responsibilities and powers.
Executive power is exercised by the government headed by the Chancellor.
Legislative power is vested in the Parliament consisting of the Bundestag (Federal Diet) and Bundesrat (Federal Council). The Bundestag is elected through direct elections, by proportional representation. The members of the Bundesrat represent the governments of the 16 federated states and are member of the state cabinets.
Judiciary power is vested in the Federal Constitutional Court, which supervises the observation of the Constitution, inquisitorial Federal Court of Justice, Federal Administrative Court, federal Labor Court, Federal Social Court and Federal Finance Court.

Economy

Germany has a social market economy with a highly skilled labor force, a large capital stock, a low level of corruption, and a high level of innovation. It has the largest and most powerful national economy in Europe, the fourth largest by nominal GDP in the world, the fifth largest by PPP, and was the biggest net contributor to the EU budget in 2011. The service sector contributes approximately 71% of the total GDP, industry 28%, and agriculture 1%.
The official average national unemployment rate in April 2014 was 6.8%. However, the official average national unemployment rate also includes people with a part-time job that are looking for a full-time job. The unofficial average national unemployment rate in 2013 was 5.3%.
Germany is an advocate of closer European economic and political integration. Its commercial policies are increasingly determined by agreements among European Union (EU) members and by EU legislation. Germany introduced the common European currency, the euro, on 1 January 2002.
Around two thirds of the world's leading trade fairs take place in Germany.
Of the world's 500 largest stock-market-listed companies measured by revenue in 2010, the Fortune Global 500, 37 are headquartered in Germany.

CORPORATE INFORMATION

Legal System

Germany has a civil law system based on Roman law with some references to Germanic law.

Types of Entity

The principal forms of business organization in Germany are:
  • Limited Liability Company (GmbH),
  • Joint Stock Company (AG),
  • European Joint Stock Company (S.E.),
  • Entrepreneurial Company (UG haftungsbeschränkt),
  • Civil Law Company (GbR),
  • Open Trading Partnership (OHG),
  • Commandite (KG), Limited Partnership (GmbH & Co. KG),
  • Partnership limited by shares (KGaA),
  • Registered Association (e.V.),
  • Sole Proprietoir (Einzelunternehmer),
  • Private Fund (Stiftung)

The most common structure is the company with limited liability (Gesellschaft mit beschränkter Haftung = GmbH)). It is governed by the Act concerning Companies with Limited Liability (Gesetz betreffend die Gesellschaften mit beschränkter Haftung - GmbHG).

INCORPORATION

Company Name

  • The corporation designation of the LLC can either be based on the company’s activity (factual designation), contain the name(s) of one or more shareholder(s) (designation by name) or only comprise a fantasy name. Combinations of these elements are also possible, and in any case the factual designation must contain an individualising addition.
  • The addition “Limited Liability Company” ("Gesellschaft mit beschränkter Haftung") or the abbreviation “LLC” ("GmbH") is a mandatory component of the corporate name.
  • On the examination of the admissibility of the corporate name by the Court, the principles of identity of the company are to be considered.
  • The corporate name may not contain any additions suited to causing deceit about the nature and the scope of the business.
  • Geographical additions are admissible as a matter of principle if the company has a specific relationship to the area stated, e.g. its headquarters.
  • General describing terms (AutoGmbH), as well as specific names, if there is no founder or director with such name, are not allowed.

German GmbH Registration

To incorporate a GmbH in germany the following steps are required:

  1. Obtain the company’s name at the local chamber of industry and commerce: Entrepreneurs need to obtain the company’s name at the Berlin Chamber of Industry and Commerce.
  2. Notarize the articles of association and memorandum of association : The fees depend on value of the share capital.
  3. Open a bank account: In case of the GmbH only 25% of the initial capital has to be paid up before registration.
  4. Notary public files the articles of association at the local commercial register : Applicants must submit to the Commercial Register by electronic form: (a) the notarized articles of association; (b) the deed of appointment of the directors, if not included in the articles; (c) a list of the company’s shareholders; and (d) the assurance that the statutory minimum paid-in capital has been paid in to the free disposition of the management. The Commercial Register publishes the registration on a central electronic platform (www.handelsregister.de) and notifies the local Chamber of Industry and Commerce and the tax office of the new company.
  5. Notify the local office of business and standards of the establishment of the company: Certain businesses (e.g. restaurants, brokers) must apply for a trading permit (Gewerbeerlaubnis). However, the permit does not have to be presented at the time of the registration of the GmbH at the commercial register. If no such permit is required, start-up companies must simply notify the local trade office which issues a trading license (Gewerbeschein). This notification procedure also covers registration formalities with the central statistical office, the relevant chamber of industry and commerce, the local labor office, the social security and federal health insurance office.
  6. Register with the professional association of the relevant trade: The professional associations are carriers of occupational accident insurance. Registration must be done within a week of the founding of the business (after the notarization of the articles of association).
  7. Notify the local labor office of the establishment of the company: The notification can be in writing and/or by phone. The Labor Office assigns an eight-digit operating number, which is needed to report social security.
  8. Register employees for health and social insurance: The social security and federal health insurance office notifies the local labor office and the annuity insurance carrier (Deutsche Rentenversicherung Bund).The competent social security and federal health insurance office collects payment for mandatory health, unemployment, and annuity insurance.
  9. Mail out the documentation to the Tax Office: Registration must be done within a month of the opening of the business, and not later than a month after the notarization of the articles of association. After the tax office is notified of the company’s business activity by the trade office, the tax office sends the company a questionnaire requesting the company’s business data.

It takes about 1 week to startup a new company in Germany.

Local Registered Office

A GmbH’s registered office (as stipulated in the articles of association) must be located in Germany. This location can differ from the location of the company’s operational facilities, the company’s management and company’s administration.
Unlike the registered office, the seat of management or administration of a GmbH can be located outside Germany (at least in another EU country or the US); in other countries it may depend on their respective corporate laws.

Seal

There are no mandatory requirements regarding the company seal.

Redomicile

The redomiciliation of companies either to or from Germany is not permitted.

COMPANY STRUCTURE

Directors

Typically a GmbH acts through one or more managing directors (Geschäftsführer) as its legal representatives. Managing directors can be, but do not have to be, shareholders of the GmbH. Any natural person of full legal capacity can be appointed as managing director. Non-German nationals can also be appointed as managing director. However, the courts sometimes require that foreign managing directors be able to freely enter Germany at any time.
The appointment to office is normally made by a resolution adopted by simple majority of the competent body – typically the shareholders’ meeting. A managing director may be removed from office at any time (also by a shareholders’ resolution adopted by simple majority). The appointment and removal of managing directors takes effect as soon as the resolution is adopted (or on the date specified in the resolution) and such resolution is entered in the commercial register.

Secretary

German GmbH is not required to appoint a company secretary, but it is strongly recommended to have a secretary. There are no residency requirements, but the Secretary shall communicate and maintain correspondence in German.

Shareholders

No minimum or maximum number of shareholders has been prescribed. Formation of a one-man LLC is also possible. Founders of an LLC can be both German and also foreign natural and legal entities, in addition trading partnerships (general partnerships, limited commercial partnerships and EEIGs) and civil-law corporations (German: GbR).
Shareholder names are filed on the public register.
The shareholders' meeting is the GmbH's highest authority/decision making body. Shareholders enjoy the rights and must perform the obligations as set out in the articles of association as well as those granted/imposed by law. Typically these include the appointment and dismissal of managing directors, the formal approval of managing directors' actions, the adoption of the annual financial statements and the appropriation of profits, and the monitoring and review of the management. Some rights and obligations are reserved to the shareholders' meeting. These include amending the articles of association, calling in additional contributions, capital measures, dissolution of the company, certain measures resulting in the formation of a corporate group, and the restructuring measures pursuant to the German Reorganisation of Companies Act (Umwandlungsgesetz, UmwG) (e.g. merger or change of form).

Beneficiary

The until 2017/12/27 staggered inspectable central Transparency Register (https://www.transparenzregister.de) is designed as an overflow register [Auffangregister]. Companies or other legal entities have to provide details about the beneficial owner first-time until 2017/10/01 via the Transparency Register, unless this information is already available from entries and documentations via certain other public registers.
According to that apart from the direct entries in the Transparency Register other relevant registers disclosing the beneficial owner are also accessible.

Share Capital and Shares

The share capital of the LLC is at least 25,000 Euro.
The share capital can be provided by the shareholders by share contributions of differing amounts. A share contribution must amount to at least 1 Euro. The share contributions can be provided in cash (cash formation) or in the form of contributions in kind (formation by contributions in kind). At least one quarter of each share contribution to be provided in cash must be paid in. The declaration to the Register of Commerce can only be made if the payments together have reached half of the minimum share capital, i.e. 12,500 Euro.
In practice, cash formation is done by an account being opened with a bank for the LLC and being at the company’s free disposal. For the entry into the Register of Commerce, the managing director must assure that the contribution is at his disposal.
Increasing or decreasing the company’s share capital requires notarial certification and is to be declared to the Register of Commerce for entry.

TAXATION

Individual Taxation

Residents pay income tax on their worldwide income, while non-residents on income from German sources.
The income of individuals is taxed at progressive rates:
  • 0% for income up to EUR 9,408
  • 14% for income from EUR 9,408 to 57,051
  • 42% for income from EUR 57,501 to 270,500
  • 45% for income above EUR 270,500.

A 5.5% solidarity surcharge tax is also levied on the amount of income tax. Its rate is being gradually reduced and its tax base is being limited.
Members of officially recognised churches pay church tax at the rate of 8% or 9% depending on the area of residence.
Business income in excess of EUR 24,500 is subject to trade tax. The base rate is 3.5%, but municipalities can increase it multiple times: 2 – 5.5 times.
The 25% rate plus solidarity surcharge tax applies to:
  • Gains from the sale of financial instruments (for example, shares).
  • Dividends
  • Interest

Gains from the sale of other assets are taxed at ordinary progressive rates if movable property is sold after less than one year of ownership and if immovable property is sold after less than ten years of ownership.

Corporate Income Tax

Resident companies pay corporation tax on their worldwide income, while non-residents on their German source income.
Corporation tax is levied at the rate of 15%. A solidarity surcharge tax is also paid at the rate of 5.5% of the corporation tax, which results in the effective tax rate of 15.825%.
Business tax (trade tax) is levied at a base rate of 3.5% and at a municipal rate usually ranging between 12% and 20%. The base of this tax is somewhat different from the base for corporation tax.
The total of corporation tax and trade tax rates can be around 30% in Berlin and 33% in Munich.
95% of the company's gains from the sale of investments in other companies is exempt from taxation.
95% of dividends from substantial participation can be exempt from taxation. Substantial participation starts at 10% for corporation tax purposes and at 15% for trade tax purposes.

Social Security Contributions

The following social security contributions are levied in Germany:
  • Pension insurance payable at the rate of 18.6% on income up to EUR 85,200 (lower in some federal states). The contribution is paid by the employer and the employee in equal proportions.
  • Unemployment insurance payable at the rate of 2.4% on income up to EUR 85,200 (lower in some federal states). The contribution is paid by the employer and the employee in equal proportions.
  • Health insurance payable at the rate of 15.9% on income up to EUR 58.050. The contribution is paid by the employer and the employee in equal proportions.
  • Long-term care insurance payable at the rate of 3.05% (3.3% for childless individuals over 22 years old) on income up to EUR 58.050. The contribution is paid by the employer and the employee in equal proportions.
  • Occupational injury insurance payable by the employer at rates depending on the sector of the economy.
  • Insolvency insurance payable by the employer at the rate of 0.06% on income up to EUR 85,200.

VAT

The standard VAT rate is 19%.
The rate is 7% for some goods and services.

Inheritance and Gift Tax

This tax is levied at progressive rates from 7% to 50%.
There are non-taxable thresholds (from EUR 20,000 to 50,000 depending on the value of the property and the degree of kinship). Additional non-taxable thresholds are available to spouses.

Property Tax

There are local property taxes levied at the municipal level.

Property Transfer Tax

The transfer of German immovable property is taxed at rates from 3.5 to 6.5% of the transaction value. This tax is also levied on indirect transfers of immovable property through transactions with 95% or more shares in immovable property companies.
This tax is expected to be reduced.

Withholding Tax

Dividends and interest on convertible and profit-sharing bonds are taxed at the rate of 25% (26.375% including solidarity surcharge tax), but companies can apply for a refund of withholding tax paid in excess of the corporation tax rate of 15% (15.825% including solidarity surcharge tax).
Interest paid to non-residents, other than interest on convertible or profit-sharing bonds and over-the-counter transactions, is generally free of withholding tax.
Tax on loans secured by German immovable property is usually not withheld, but is subjected to corporation tax payable at 15% rate (15.825% including solidarity surcharge tax).
Royalties are taxed at 15% (15.825% including solidarity surcharge tax).
Tax rates may be reduced under double tax treaties and EU directives.
The tax may be withheld on certain other income payments.

CFC Rules

Foreign companies more than 50% controlled by German tax residents are regarded as controlled foreign companies for tax residents who hold an interest (even a small one) in such foreign companies.
The CFC’s income is included in the tax base of a German taxpayer if it qualifies as passive income and is taxed at a rate below 25%.
There are a number of exemptions. In particular, if a CFC is located in the EU/EEA and the taxpayer can prove its real economic activity, the CFC rules may not apply.

Double Tax Agreements

Germany has exchange of information relationships with 116 jurisdictions through:
  • 96 DTC: Albania, Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Belarus, Belgium, Bolivia, Bosnia and Herzegovina, Bulgaria, Canada, China, Chinese Taipei, Costa Rica, Croatia, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Ecuador, Egypt, Estonia, Finland, Former Yugoslav Republic of Macedonia, France, Georgia, Ghana, Greece, Hungary, Iceland, India, Indonesia, Iran, Ireland, Israel, Italy, Jamaica, Japan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Liberia, Liechtenstein, Lithuania, Luxembourg, Malaysia, Malta, Mauritius, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Norway, Oman, Pakistan, Philippines, Poland, Portugal, Romania, Russian Federation, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Syrian Arab Republic, Tajikistan, Thailand, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Ukraine, United Arab Emirates, United Kingdom, United States, Uruguay, Uzbekistan, Venezuela, Viet nam, Zambia, Zimbabwe.
  • 22 TIEA: Andorra, Anguilla, Antigua and Barbuda, Bahamas, Bermuda, Cayman Islands, Cook Islands, Dominica, Gibraltar, Grenada, Guernsey, Isle of Man, Jersey, Liechtenstein, Monaco, Montserrat, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Turks and Caicos Islands, Virgin Islands (British)

Foreign exchange control

В Германии нет контроля.

ACCOUNTS

Accounts

The duration of the fiscal year results from the Shareholders’ Agreement. However, it may not exceed 12 months. The first fiscal year may be shortened (curtailed fiscal year).
As a trading company, the GmbH is obliged to keep trading books. It is obliged to draw up a balance sheet (annual balance sheet) and a profit and loss account at the end of every fiscal year. In addition, the annual financial statements are to be extended by notes with explanations. They must be drawn up in the German language.
The annual financial statements are to observe the principles of proper accounting and give a picture of the asset, finance and profit situation corresponding to the facts.
§§ 325-329 of the German Commercial Code (HGB) contain strict regulations for the disclosure of annual financial statements for capital companies. The directives are also applicable to trading companies (general partnerships, oHG) and limited commercial partnerships (KG), in which no natural entity is a personally liable partner.

Audit

Auditing of the annual financial statements is mandatory for large and medium-sized LLCs.
Auditors and auditing companies are responsible for auditing the statements and chartered accountants and chartered accounts’ companies for the annual financial statements and management reports of medium-sized companies.
The auditors have an extensive right to information and insight into books, cash in hand, stocks of securities and goods etc. They are obliged to unconditional confidentiality. They are to make a neutral written audit report on their auditing. If no objections are to be raised, the auditors are to give an audit certificate.

Annual Return

There is a statutory requirement for GmbHs to prepare and file annual return.
Annual return is publicly accessible.

Tax Returns

The tax year is a calendar year.
Tax returns are filed for the company's financial year ending in the relevant calendar year.
The standard filing date is 31 July. Returns are submitted electronically.
During the year, quarterly provisional tax payments must be made, with final payment at the end of the year.

International law relations

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Party to the Hague Convention (Apostille) Legal system Double tax treaties network OECD member Offshore/onshore status according to the RF laws
Yes civil law 96 Yes No

Public authorities and legal acts

Двигайте таблицу
List of laws and regulations
Act name Scope of law
Limited Liability Companies Act (GmbHG) limited liability company
Act against Restraints on Competition (Gesetz gegen Wettbewerbsbeschränkungen, GWB) fair competition
Foreign Trade and Payments Act (Außenwirtschaftsgesetz - AWG) foreign trade
Insolvency Statute insolvency
Banking Act (Kreditwesengesetz, KWG ) banking
Tax treaties entered Albania, Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Belarus, Belgium, Bolivia, Bosnia and Herzegovina, Bulgaria, Canada, China, Chinese Taipei, Costa Rica, Croatia, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Ecuador, Egypt, Estonia, Finland, Former Yugoslav Republic of Macedonia, France, Georgia, Ghana, Greece, Hungary, Iceland, India, Indonesia, Iran, Ireland, Israel, Italy, Jamaica, Japan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Liberia, Liechtenstein, Lithuania, Luxembourg, Malaysia, Malta, Mauritius, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Norway, Oman, Pakistan, Philippines, Poland, Portugal, Romania, Russian Federation, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Syrian Arab Republic, Tajikistan, Thailand, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Ukraine, United Arab Emirates, United Kingdom, United States, Uruguay, Uzbekistan, Venezuela, Viet nam, Zambia, Zimbabwe
Tax Exchange Information Agreement (TEIA) Andorra, Anguilla, Antigua and Barbuda, Bahamas, Bermuda, Cayman Islands, Cook Islands, Dominica, Gibraltar, Grenada, Guernsey, Isle of Man, Jersey, Liechtenstein, Monaco, Montserrat, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Turks and Caicos Islands, Virgin Islands (British)
List of state regulatory authorities
German Government https://www.bundesregierung.de/Webs/Breg/EN/Homepage/_node.html
German Parliament https://www.bundestag.de/en/parliament
Federal Ministry of Finance http://www.bundesfinanzministerium.de/Web/EN/Home/home.html
Federal Financial Supervisory Authority https://www.bafin.de/EN/Homepage/homepage_node.html
Federal Cartel Office http://www.bundeskartellamt.de/DE/Home/home_node.html
Deutsche Bundesbank http://www.bundesbank.de/Navigation/DE/Home/home_node.html
German Patent and Trade Mark Office http://www.patent-und-markenamt.de/
Federal Court of Justice http://www.bundesgerichtshof.de/EN/Home/home_node.html
Federal Central Tax Authority http://www.bzst.de/EN/Home/home_node.html
Federal Customs Authority http://www.zoll.de/EN/Home/home_node.html

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    Aniko Sebok

    GSL Law & Consulting Lawyer, Head of UK GSL office

    Office phone:

    +44 207 002 1307

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    Regards, GSL Law & Consulting Lawyer, Head of UK GSL office Aniko Sebok

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    Valerija Filipova

    GSL Law & Consulting Lawyer, London Office

    Office phone:

    +44 207 822 8592

    Office phone:

    +44 207 822 8594

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    c  !

    Your question was successfully sent to the GSL office.

    — In the near future you will receive a detailed answer to it. Typically, the response rate does not exceed 24 hours.

    — If your question is urgent, you can always contact me on the office or mobile phone number listed on the site or chat on Skype.


    Regards, GSL Law & Consulting Lawyer, London Office Valerija Filipova

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