GSL / Offshore and International Law / Offshore zones / Western Europe / Germany / Legislation of Germany

Legislation of Germany

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Corporate info

Legal system
civil law
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)
Shelf companies permitted
Yes
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
Cyrillic alphabet permitted in company name
No
Local registered office
Yes
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

Minimum number of directors
1
Residency requirements for directors
No
Corporate directors permitted
No
Directors’ meetings/frequency/location
No requirements
Disclosure to local agent
Yes
Disclosure to public
Yes
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

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

Shares and share capital

Minimum authorized share capital
25000
Minimum issued share capital
25000
Minimum paid share capital
12500
Authorized capital payment deadlines
No requirements
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
Bearer shares permitted
Yes

Taxes

Personal tax
14% - 45%
Min. rate for corporate tax
~30%
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
Regular rate
Capital gains tax. Details
Capital gains derived from the sale of a domestic or foreign corporate subsidiary are effectively 95% tax-exempt.
VAT
19%
VAT. Details
The standard VAT rate is 19%. For some types of goods and services - 7%.
Withholding tax
25%/0%/15%
Other taxes
Real property tax, inheritance tax, transfer tax, municipal trade tax, social security contribution
Exchange control
No
Government fee
No
Stamp duty
No

Accounts

Requirement to prepare accounts
Yes
Requirement to file accounts
Yes
Publicly accessible accounts
No
Requirement to file Annual Return
Yes
Publicly accessible Annual Return
Yes
Audit required
No

General information shortly

Location
Western Europe
Total area
357.021 sq. km
Population
83.349.300 (2021)
Capital
Berlin
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
99% (2019)
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.
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
Unemployment
4.3% (2020)
GDP per capita rank
16 (2020)
Corruption perceptions index rank
82 (2018)

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