Company and Branch Formation in Germany – Deutschland
Establishing a LLC (GmbH) in Germany: A Comprehensive Guide
In Germany, the process of establishing a limited company (GmbH) involves several key steps. Below, we outline the necessary procedures to ensure a smooth and efficient company formation.
1. Signing the Articles of Association
The company’s articles of association must be signed at a notary’s office. The notary requires important information from the company partners, including:
- The scope of the company’s operations
- Representatives of the company
- The company’s headquarters
- Managers
- Share ratios
Using this information, a draft of the articles of association is created and approved by the founding partners.
2. Submitting Documents to the Commercial Register
Once the articles of association are signed, the company is established by submitting the necessary documents to the court where the commercial register is kept.
3. Registration in the German Transparency Register
For German limited companies with foreign partners, these foreign companies must be registered in the German Transparency Register (Transparenzregister). As of August 1, 2021, this registration is mandatory for notarial transactions.
4. Signing Requirements
Company partners can sign the necessary documents either personally or through their representatives. However, the designated company manager must be present at the notary’s office for the company’s notification to the commercial register. If the manager cannot travel to Germany, it is possible to have the required documents certified by a foreign notary, and an Apostille must be obtained for these documents.
5. Trade Name and Sector Approval
Before establishing the company, it is essential to discuss the proposed trade name and sector with the local Chamber of Commerce. Research must be conducted in the General Register of Companies to ensure there are no obstacles to registration and no existing similar names. Failure to do so can delay the establishment process. If the Chamber of Commerce deems the proposed name objectionable, the partners will need to choose a new name and amend the articles of association, leading to additional time and costs.
6. Our Support Services
To ensure the smooth and quick establishment of your GmbH in Germany, and to assist with subsequent procedures, we offer comprehensive service packages. Our expertise will guide you through each step of the process, minimizing potential delays and complications.
By following these steps and leveraging our services, you can efficiently navigate the complexities of 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.
You can fill out the form on our website to share your inquiries with us without any obligation, or you can call us.
