Legal company types in Germany

Since 2003, Healy Consultants Group assists multi-national clients choose the optimum German corporate structure including i) company formation and ii) multi-currency corporate bank account opening and iii) accounting and tax support and iv) legal and compliance considerations.

German company law offers three basic types of legal forms including i) corporations and ii) sole proprietorships and iii) partnerships. The most common being the limited liability company formation (GmbH).

The German Limited Liability Company (GmbH)

• German LLC formation is the most common way to start a business or a subsidiary. This entity faces no business restrictions and can be incorporated in any sector of the economy. Our Clients must i) appoint one shareholder and one director ii) deposit a minimum paid up share capital of €25,000 in the corporate bank account and iii) enter the company in the German Commercial Register. The registration process usually takes a couple of weeks to be completed and requires the involvement of a German notary.
• It is possible to reduce the nominal share capital of a GmbH and to use the proceeds generated by such nominal share capital reduction for repayments to shareholders. Capital maintenance rules must always be factored in, and it must be confirmed that the payment of the dividend, interim dividend or other repayment to the shareholder does not lead to a violation of these rules.
• The GmbH is judicially and non-judicially represented by its managing director(s) (Geschäftsführer). These individuals need not reside in the Federal Republic and may, though they are not required to, be partners of the company. The directors are to be appointed and dismissed by the corporation meeting of the partners and are to be listed in the Commercial Register.

The UG limited liability company (mini-GmbH)

• The UG company formation allows entrepreneurs to put less capital at risk when setting up a business in Germany, as there is no minimum share capital requirement for this form of company. Instead, 25% of the company’s profits must be contributed to its reserves each year until those reserves sum up to a total €25,000, at which point the company converts to a standard GmbH. This means that less capital is at stake until the business is successful and generate profits, reducing our Client’s risk and decreasing the cost of capital; and
• Healy Consultants Group recommends the UG company formation to entrepreneurs who are trying to set up a business in Germany. The UG has earned the nickname “mini-GmbH” thanks to having the same limits on its liability and no restrictions on the business it can undertake, while removing the requirement of having €25,000 in share capital. Businesses with more than 3 shareholders may not use the UG and must instead incorporate a GmbH.

The German Public Limited Company (AG)

• The legal form of a stock corporation, or Aktiengesellschaft (AG), is especially suitable for large corporations in which the shareholders’ personal relationship with the company is of little or no relevance to business success. Stock corporations are a commonly used corporation in Germany. They have a popular structure for commercial enterprises with large capital needs. The major difference between a limited liability company and a stock corporation is that a stock corporation can trade its shares on the stock exchange; and
• This entity is recommended for businesses planning to receive investment from outside or listing on a stock exchange, thereby requiring easy transferability of shares. German public limited company setup requirements stipulate an increased minimum share capital of €50,000. The incorporation and management of an AG also involves more bureaucratic requirements and red tapes; and
• An AG is managed and represented by its Managing Board (Vorstand), whose work is overseen by the Supervisory Board (Aufsichtsrat), in what is known as a dual-board or two-tier system.

GbR (Gesellschaft bürgerlichen Rechts)

This flexible business model is equivalent to a civil partnership, which is the simplest form of partnership. Such type of company can be formed either by an individual or through a contract agreed upon by two or more persons. GbRs have limited legal capacity which are listed in the German Civil Code (BGB 705).

Limited partnership with an LLC as general partner (GmbH & Co. KG)

This form of business entity is a combination of an LLC and an LP. The LLC is appointed as the sole general partner of the partnership. The limited partners are only liable to the extent of their registered holdings. As a result, this entity combines the advantages of a partnership and an LLC.

Subsidiary (Tochtergesellschaft)

• A subsidiary company formation in Germany has an independent legal personality from its parent company. Nevertheless, it is pre-dominantly held by its parent company with its legal liability accruing to the parent company itself. This form of business entity is legally incorporated in Germany either in the form of i) a German LLC (GmbH) or ii) a German stock corporation (AG); and
• A German subsidiary must fulfil its paid-up share capital requirement and its managerial and accounting activities can be conducted independently. Moreover, it can autonomously sign contracts, hold assets and conduct business in Germany. It is an obligation for a German subsidiary to pay its corporate tax, trade tax as well as the solidarity surcharge under the German Corporate Law; and
• A subsidiary must register its name with both the Commercial Register and the local Trade Register in Germany.

Dependent Branch (unselbständige Zweigniederlassung)

• A dependent branch office, as opposed to a registered commercial branch office, has few if any commercial operations of its own, such as purchasing, sales or service offices, or delivery depots, etc. Such offices are not eligible for registration in the Commercial Register, but must be reported to the local Department of Business (Gewerbeamt). An official certificate stating that the head office is listed in the Commercial Register or in the Register of Partnerships in the native country, must be submitted in person or through a proxy; and
• This type of business branch is completely dependent on the head office and does not have an autonomy. The parent company also manages the central administration of a dependent branch. When trading, the dependent branch must always use the name of the parent company. However, it is mandatory for every dependent branch office to report its business activities to the local Trade Register in Germany; and
• Dependent branch companies are generally used for marketing and research activities as well as initiating business in Germany. Dependent branches are not entered into the Commercial Register, but details about the entity can be found in the Business Registry.

Autonomous Branch (selbständige Zweigniederlassung)

• An autonomous branch office is a part of the parent company that is permanently separated from it both in terms of geography and internal proceedings. This structure can independently perform its operations in Germany within the confines of the head office’s scope of business. Moreover, operations of an Autonomous Branch Office are not limited to support and implementation activities; and
• An autonomous branch can use its own name whilst conducting business in Germany. It is entitled to have its own management team; bank account and capital resources as well as a distinct accounting register separate from its parent company. However, the liabilities of the branch accrue to the parent company, since it is not an autonomous entity and remains an integral part of the parent company.

Comparison table between a Subsidiary, Autonomous BO and Dependent BO

	Subsidiary	Autonomous Branch Office	Dependent Branch Office
Establishment of a new legal entity?	Yes	No	No
Legal presence	GmbH, AG etc	Registration of a German physical presence	Registration of a German physical presence
Founding and organisational formalities	GmbH - moderate; AG - low	Moderate	Low
Registration authority	Commercial register of Germany	Trade Register of Germany	Trade Register of Germany

Independent Commercial Agent

Representative offices are not recognized under German law; instead, foreign firms hire an agent who will work independently. The actions of agent are not the actions of the parent firm, so our Client does not need to register with the German Commercial Register.

General Partnership (OHG)

This is an association between two or more people wherein all partners carry unlimited personal liability for the debts of the business. Business entities can enter into a general partnership; the formed entity will be GmbH & Co. OHG.

Limited Partnership (KG)

This differs from OHG with respect to the partner’s liability. One or more partners enjoy limited liability, while there must be at least one general partner with unlimited liability. The names of the limited liability partners must be registered in the Commercial Register for legal purposes.

European Stock Corporation (SE)

Two or more existing companies in different EU states may merge to create a European Stock Corporation. This allows them to do business across Europe with just one vehicle, rather than setting up a network of subsidiaries. The combined entity requires share capital of at least €125,000.

Comparison of German company types

	Germany LLC	German AG	Autonomous Branch
How long to set the company up?	5 weeks	4 weeks	3 weeks
How long to open company bank account?	4 weeks	2 weeks	2 weeks
Legal Liability	Limited	Limited	Unlimited
Wholly Foreign owned	Yes	Yes	Yes
Minimum Initial capital	25,000	50,000	0
Corporate Bank Account	Commerzbank	Commerzbank	Deutsche bank
Tenancy agreement required before incorporation	Yes	Yes	Yes
File annual tax return	Yes	Yes	Yes
Managing Director need to travel?	Yes	Yes	Yes
Resident director required	No	No	No
Resident shareholder required	No	No	No
Minimum directors allowed	1	1	1
Minimum shareholders	1	1	0
Germany company secretary required	No	No	No
Corporate shareholders allowed	Yes	Yes	Yes
Corporate director(s) allowed	No	No	No
Public register of shareholders and directors	Yes	Yes	Yes
Allowed to trade on Stock Exchange	No	Yes	No
Bearer Shares allowed	No	Yes	No
Germany Corporate Tax Rate	15.825%	15.825%	15.825%
Company tax payable on?	Worldwide Income	Worldwide Income	Germany based Income
Annual financial statements required	Yes	Yes	Yes
Statutory audit required	Yes	Yes	Yes
Tax exempt free zones available	4	4	4
Withholding Tax on Dividends without DTA	0.26	0.26	0
Withholding Tax on Dividends with DTA	5% - 15%	5% - 15%	0
Allowed to issue sales invoices	Yes	Yes	Yes
Allowed to sign contracts	Yes	Yes	Yes
Allowed to import and export goods	Yes	Yes	Yes
Must appoint a Supervisory Board	No	Yes	No
Must rent an office in Germany	Yes	Yes	Yes
Can buy German property?	Yes	Yes	Yes
Can own equity in other German companies?	Yes	Yes	Yes
Estimate of engagement costs	€	€	€
Germany company incorporation fee	4,950	5,830	6,340
Average total Germany business setup costs	14,090	11,320	12,680
Average annual costs including accounting and tax fee	13,050	7,055	7,567
Sample engagement fee invoice	View invoice PDF	View invoice PDF	View invoice PDF