Market Entry Germany

The right structure depends on liability, capital, timing and how independently the German business is to operate. The most common options at a glance:

No residence requirement: Managing directors of a GmbH need neither German residence nor citizenship (Section 6 GmbHG). To work in Germany, non-EU nationals need a residence title.

Transparency register: Beneficial owners must be reported without delay (Section 20 GwG). Tax registration: Generally within one month of establishing a company or permanent establishment (Section 138 AO).

Simplified overview, subject to changes in the law. It does not replace individual legal advice.

We draft the articles of association, shareholder resolutions and powers of attorney, coordinate the notary appointment and take care of the commercial register, the transparency register and the business registration.

You do not need to travel to Germany for this. You grant us a power of attorney, and we attend the notary appointment in person on your behalf.

A new company needs a tax number, usually a VAT ID and a clear view of corporate and trade tax. If you operate through a branch, the permanent establishment rules decide what is taxed in Germany.

Our Tax Law Practice Group handles registration, ongoing tax matters and tax audits together with our market entry team.

Foreign managing directors can be appointed without German residence. If they are to work in Germany, they need the right residence permit, and founders who want to run their own business here need a self-employment permit with a convincing business plan.

We apply for these permits in parallel with the formation, so that your management can start work when the company is registered.

Your first employees in Germany need employment contracts under German law, and staff from non-EU countries need work permits such as the EU Blue Card or the ICT Card for intra-company transfers.

Our business immigration and global mobility team handles the permits, relocation and secondment structures, and our employment lawyers draft the contracts.

Schlun & Elseven is a member of EuRA, the European Relocation Association.

Once the company is in place, day-to-day business begins: distribution and commercial agency agreements, general terms and conditions, supply contracts and cross-border trade.

We draft and review your contracts under German law and can act as your external legal department.

Some companies enter the German market by acquiring a business or partnering with a local company. Investor agreements, joint ventures and acquisitions need careful structuring and due diligence.

We support transactions and corporate restructuring from the first term sheet to closing.

Managing directors of a German company carry personal responsibility. Clear internal rules, a risk analysis and ongoing corporate support reduce liability from the start.

We advise management on its duties and support your German entity in corporate housekeeping and compliance.

A market entry involves many parties: notaries, courts, authorities, banks and future employees. We coordinate them in a clear sequence.

1. Assessment: We analyse your business model, your timeline and the people who will work in Germany, and recommend the most suitable structure.
2. Structure and documents: We draft the articles of association, shareholder resolutions and powers of attorney and coordinate the notary appointment.
3. Formation and registration: Notarisation, payment of the share capital, commercial register entry, transparency register, business registration and tax registration.
4. People and permits: Residence permits for managing directors and staff, employment contracts and relocation support, aligned with the formation timeline.
5. Ongoing support: Commercial contracts, tax matters, corporate housekeeping, governance and growth, as your German counsel.

Formation and registration can be completed without anyone from your side being present in Germany. Please note that banks often require a permanent representative in Germany before they open a business account.