Germany Company Formation

Open company in:

  • [en]
  • [ro]
  • [fr]
  • [es]
  • [it]

Germany

Company Formation and Related Services

Newsletter

News

Buying a European shelf company with VAT number

Whenever you need to start doing business immediately in a European country and you need a company with a VAT number, you don’t have to wait for the bureaucratic procedures.

read more

Partner Law Firms

We encourage you to contact our partner law firms in Bucharest: Rolegal and E&C, both part of our legal network.

read more

Tax Minimization Structures

BridgeWest is specialized in special corporate structures designed for tax minimization. No matter where you want to incorporate your company, you will need to consider how you can legally minimize costs.

read more

Open Company Branch or Subsidiary in Germany

November 8, 2010, 1:37 pm
BridgeWest

There are plenty of reasons, economically speaking for which an entrepreneur chooses Germany as the state to invest in. There are various alternatives available to do so. They may invest in an already existing company, create and incorporate a separate company, usually limited liability company, or establish a branch of their own company on the territory of Germany. The last alternative offers advantages in terms of taxes. A German branch is not considered a separate legal entity and the parent company is fully liable to the extents of its own assets for any claims creditors might assert.

Every business entity, whether it's a branch, subsidiary, or company, that will engage in commercial activities has to be registered with the Commercial Register. However there are certain procedures that need to be taken care of prior to registration. The company branch must register its name, which cannot be different from the parent companies and prepare the articles of association, or foundation deed. The German branch's documents must be notarized in order for them to be submitted along with the registration application. The founders must also open a bank account and deposit their initial capital.

The future company branch will engage in commercial activities, and in order to be able to do that, a registration certificate must be issued from the Commercial Register. Registration of the branch implies submitting an application in an electronic form. The application must contain a proof of existence of the parent company which usually consists of a certificate of registration issued by the relevant institution of the respective country. Also it must contain the notarized articles of association of the branch and the certificate issued by the bank. Specimen signatures are required, and a representative individual must be authorized to carry on the administrative procedures. In a short period of time, the Commercial Register takes a decision and publishes the announcement of the establishment of the new company branch on an electronic platform.

After obtaining the registration certificate the German company must register for VAT purpose within a month of registration, submitting an application that must contain a notarized copy of the registration certificate, deed from the bank and copies of the manager's identification information. If the company hires employees they must be registered for health and social insurance.

The German Law does not impose restrictions to fully owned foreign companies, nor to the currency used, usually encouraging foreign investment and offering a non-discriminatory treatment, but not preferential. Setting up a branch may be done through a representative using a power of attorney issued in his name. Foreign companies must submit the name of the local representative, as well as a local address, virtual or not.

The incorporation procedure for a branch does not differ much from establishment of a regular German company. However the registration procedure requires more complex documentation and therefore takes a little more time to be analyzed and completed. Registering the German branch with the Commercial Register may take up to one week, whereas registering for tax purposes takes three days. Setting up a German branch is usually completed in 10 days.

Set up a subsidiary in Germany

Another form of business an entrepreneur can set up in Germany is a subsidiary. Unlike the branch, a subsidiary has the same status as any regular Limited Liability Company and has its own share capital, having the foreign parent company as sole or main shareholder.

To proceed in setting up a subsidiary in Germany, the representatives must follow some steps. The local chamber of commerce verifies the uniqueness of the company’s name. It is not a mandatory procedure, but in case of another legal entity carrying the same name, the subsidiary may be involved in a lawsuit. Articles of association of the parent company have to be notarized. The company has to open a bank account for the minimum deposit or the collection of funds and get a certificate from the bank.

To register a German subsidiary at the Commercial Register, the representatives must submit an application with the notarized articles of association of the parent company, the deed of the managing board and shareholders, the bank certificate. It can be done in an electronic form. Once the registration is accomplished, the Commercial Register publishes it on an electronic platform.

To set up a subsidiary in Germany, it requires at least one person, individual or legal person and a minimum capital of EUR 25.000, monetary or non-monetary contributions. Members must submit at least EUR 100 each for which receive a share with nominal value. The shares of a subsidiary in Germany cannot be quoted on stock exchange and are not negotiable. The transfer is possible with certain notarized documents. The liability of each shareholder is limited to the personal contribution at the company’s capital.

BridgeWest offers company registration in Germany, including virtual office services, opening of bank accounts and accounting services.




Open Business in Germany
We guarantee a cost-efficient solution for full company setup, bank account and VAT registration
Company Formation in Germany

Berlin

Bridgewest provides the following services for company formation in Germany:

- drawing up the articles of association that can be signed through power of attorney (German laws require powers of attorney for any public notary proceedin ... [More]

Lawyers in Germany

Berlin

BridgeWest provides a wide range of legal services in Germany through our affiliated German lawyers and Law Firms in Berlin, Munchen and other major cities in Germany. We are mainly specialized in the main aspects of German Commercial Law, includi ... [More]