Company and Branch Establishment in Germany – Deutschland
Setting Up a Limited Company in Germany
In Germany, after the company’s articles of association have been signed at the notary’s office, the company is established by submitting the documents to the court where the commercial register is kept.
The notary requests important information such as the matters in which the company will operate, the persons who will represent the company, the company’s headquarters, managers, and share ratios from the company partners for the articles of association. The draft of the articles of association is created with this information and approved by the founding partners.
For German Limited Companies in which foreign companies will be partners, these Foreign Companies are registered in the German Transparency Register (Transparenzregister). As of 01.08.2021, this registration has become mandatory for notarial transactions.
The company partners can personally sign the necessary signatures or through their representatives. Only the person who will be the company manager must be present at the notary’s office for the company’s notification to the commercial register. If the company manager cannot go to Germany, in certain cases, he can have all the necessary notary documents certified by a Foreign notaries. An Apostille must be obtained for this document.
Before the company is established, the trade name and sector to be used for the company are discussed with the Chamber of Commerce in that region and research is conducted from the General Register of Companies to investigate whether there is an obstacle to registration and a similar name. Otherwise, the establishment procedures may take longer. Especially if the name requested as the company name is deemed objectionable by the Chamber of Commerce and permission for establishment is not granted, the company partners have to find a new name and go back to the notary for a change in the articles of association. This causes time and cost losses.
In order for your Limited Company establishment in Germany to conclude smoothly and quickly, and for a number of related procedures afterwards, we support you within the scope of our service packages below.
Our Service Packages for Setting Up a Limited Company in Germany
STANDARD PACKAGE
Establishment of a Limited Company (GmbH)
Notary Transactions Preparation of Articles of Association Opening of Bank Account Trade Register Registration Transactions Preparation of Turkey documents required for Germany
STANDARD PLUS PACKAGE
Establishment of a Limited Company (GmbH)
Financial and Legal Consultancy, Renting a Virtual Office
All services of the Standard Package Monthly accounting and preparation of the opening balance sheet throughout Germany Monthly legal consultancy Renting a Virtual Office
PLATINUM PACKAGE
Establishment of a Limited Company (GmbH)
Financial and Legal Consultancy, Renting a Virtual Office
D-Visa and Residence Permit Transactions
All services of the Standard and Standard Plus Packages D-Visa and residence permit transactions for the Company Manager / Partner Preparation of Business Plan Representation and support at the Consulate and Foreigners Department
Registration of the Company Established in Germany
The notary sends the officially signed deed, i.e. the articles of association, to the competent court where the commercial register is kept as soon as possible. If there are no deficiencies or mistakes, the registration letter from the Court comes 4 to 6 weeks later. Subsequently, the company’s tax office notifications are made within a month and a tax number is obtained for the company.
In share transfers of Limited Companies in Germany, a transfer agreement must be prepared at the notary’s office. All necessary arrangements and details are included in this agreement. The agreed share purchase price for the transfer is also written in this agreement, and payment details are specified in detail. Finally, for the registration of the share transfer in the commercial register, this agreement is sent to the competent court where the commercial register is maintained by the notary. Representation through power of attorney is possible during the process of share transfer or takeover in German Limited Companies.
Conversion of UG (Mini Limited Company) into German Limited Company (GmbH) in Germany
As known, in Germany, it is possible to establish UG type companies, also known as Mini Limited Companies, with a capital as low as 1 Euro. However, this is not possible in Turkish Law. These companies are also established with articles of association to be executed at the notary’s office. The company is also represented by a “Managing Director” similar to German Limited Companies. UG type companies are required to allocate at least 25% of their annual income as retained earnings. When this allocated income reaches the minimum capital of 25,000 Euros for limited companies, the company is converted into a German Limited Company.
UG partners do not have to wait for the accumulation of this statutory capital to convert the company into a German limited company. They can commit and deposit the remaining capital themselves and effect the conversion to a German limited company through a notarial agreement on the change of type.
Opening a Branch in Germany
For branch openings in Germany, a contract for branch opening is signed at a notary’s office in Germany with certain official documents of your parent company in Turkey, such as the articles of association, general assembly minutes, and letters from the Chamber of Commerce showing authorized signatories, along with their translations to be prepared by a registered translator in Germany.
This signature can be made by the representative or proxy of the parent company. Subsequently, the documents are sent to the court where the commercial register is maintained.
Registration of the Established Branch in Germany
Before registering the branch, the court seeks the opinion of the Chamber of Commerce in that region. In some cases, the Chamber of Commerce may send a questionnaire to the parent company in Turkey and request answers. Additionally, the judge of the registration court may seek to clarify certain legal issues that are not included in the notarial deed but are necessary.
Not every German notary may have experience in foreign branch openings. These situations may cause delays for Turkish companies wishing to start immediately in Germany. Therefore, working with experienced lawyers and notaries expedites the procedures.
In our team at the Berlin, Köln and Istanbul Offices, we provide legal support according to German Law We are here to provide you with full legal support in your company and branch openings in Germany.
Important Considerations for Company and Branch Establishments in Germany
Regarding company and branch establishments in Germany, our partner, Attorney Melis Ersöz Koca, explains various company types such as GmbH, AG, and UG, as well as the establishment process, important considerations, and practical information in the following video. For more detailed information, you can fill out the form below or contact our office.
At Koca & Ersöz Berlin, Köln and Istanbul Offices, we offer you comprehensive information and support for the establishment stages and important considerations of German company types such as GmbH, AG, and UG throughout Germany. We manage the processes.
Need more information? Fill out our contact form or give us a call. We are happy to assist you.
We offer our legal consulting services at a flat fee or hourly rate. We offer various consultation models! You can inform us about the subject by email or by filling out the form below and request a cost estimate, or call us at +90 212 660 49 00 (Istanbul) or +49 30 677 901 90 (Berlin), or send us a message through our WhatsApp hotline at +90 543 449 49 00 to arrange a consultation appointment.
