MOST FOREIGN COMPANIES FOUND A GERMAN GMBH
The GmbH is the most common type of company in Germany. It is the same kind of company as the Spanish SL, the French Sàrl, the Dutch BV and the Private Limited Company in Great Britain (just “Ltd.”). The minimum nominal capital to found a GmbH is 25,000 Euro. Of this, at least 12,500 Euro must be paid in at the time of founding. Generally it is advisable to pay in 100 percent of the nominal capital immediately, to avoid liability risks in the time that follows.
WHAT ARE THE NECESSARY DOCUMENTS AND INFORMATION?
To be able to found a German GmbH for a foreign client, we generally need the following documents and information from you:
FOUNDING YOUR GMBH
WW+KN can coordinate the processes for founding your German GmbH and can also carry out the necessary certifications before a notary on your behalf. If WW+KN is to act on your behalf, it is generally necessary to have an apostille issued in your home state.
As part of the founding procedure, WW+KN will clarify with the jurisdictional Chamber of Commerce and Industry as to whether the company name you have selected is legally permissible. WW+KN will also coordinate with a notary’s office on your behalf to prepare the Articles of Association, Resolution of Foundation, and the Companies Register entry for your GmbH.
MANAGER OF THE GERMAN GMBH
Essentially, persons of any nationality and any residence in the world can be appointed as general manager (Geschaeftsfuehrer) of a German GmbH. Only one manager is necessary, although you may also appoint several managers at any time. There is no obligation for the appointed manager to be a German citizen or a person residing in Germany.
SHAREHOLDERS OF A GERMAN GMBH
Shareholders of a German GmbH may be persons and companies of any nationality and with any location in the world. Only one shareholder is required for founding. A shareholder may also be the manager of the German GmbH, if the shareholder is a natural person. The number of shareholders of a GmbH is not limited, which means there can be any number of shareholders who participate in a German GmbH.
NOMINAL CAPITAL OF A GERMAN GMBH
The nominal capital of a GmbH must be at least 25,000 Euro. Capital contributions may be either in the form of cash contributions or asset contributions. With regard to founding a GmbH with cash, at least 12,500 Euro must be paid in before the entry in the Companies Register is made. At founding, your bank account must be opened immediately after signing the certificate of founding before the notary, and the nominal capital must be paid into this account. Additionally, a bank statement showing the capital amount used for the company founding must be submitted to the registry court together with the company statutes.