Company Registration and Formation in Germany

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Company Registration
and Formation
in Germany

Legal Solutions Made in Germany

At Schlun & Elseven Rechtsanwälte, our corporate law specialists are here to answer all your questions about company registration and formation in Germany. Our lawyers will advise you on the form your German company should take while alerting you to the risks and benefits involved in the different types of business models. Once we establish a working relationship, our experienced corporate lawyers will handle all issues your company may have. By allowing our lawyers to take care of the paperwork requirements, your company can focus on the other aspects of moving into the lucrative German market.

Our Corporate Law Services

Necessary Steps for Company Registration and Formation in Germany

Here are some of the critical steps to be considered in the company registration process.

Business Plan: A detailed business plan should be designed when establishing a company. This business plan will be used when seeking investment, tracking progress and evaluating solutions to potential difficulties in the future. A good business plan will outline an enterprise’s unique aspects and where the gap in the market is for this business idea. It will provide investors, potential partners and employees clarity regarding the company’s aims, direction, and opportunities that the company is seeking to exploit. Our team of legal professionals are available to oversee your company’s business plan.

Company form: A well-designed business plan will also determine which type of company should be set up to achieve the goals as outlined in the plan. As a client of our firm, we will provide you with the necessary advice so that the type of company established will be suitable for its goals.

Finances: Once the type of company has been decided on, the next step is to ensure that the necessary financing is available to the company sought to establish.

Name of the Company: If the plan, type of company and finances are all available, the next step is the company’s name. Creating a unique and memorable name is not easy, but it is vital. It is worth knowing that the German Commercial Code (in German “Handelsgesetzbuch” or HGB) regulates how names can be used, and it includes provisions such as the non-allowance for misleading names (§ 18 HGB) and the need for a name to be distinguishable from other companies (§ 30 HGB).

Public and Private Limited Companies in Germany (“The AG”, “The GmbH” and the “UG”)

At Schlun & Elseven Rechtsanwälte, our lawyers are available to limited liability companies, such as stock corporations (AGs), private limited companies (GmbHs) and entrepreneurial companies (UGs) in all matters relating to company registration.

The GmbH (Gesellschaft mit beschränkte Haftung) is Germany’s most common limited liability company and is the German equivalent of a private limited company (Ltd.). Our legal advises founders within Germany and further afield on company registration and ensuring that the process is managed correctly. By identifying potential pitfalls and utilising their extensive experience, our lawyers aim to ensure that the registration procedure is carried out efficiently.

The UG (Unternehmungsgesellschaft) is a recent addition to limited companies recognised under German law. This form of company has been designed with Start-Up companies in mind. The UG has many characteristics of the GmbH; however, it is a more flexible form of business, and the enterprise does not require the exact financial requirements as the GmbH in its foundation. The UG was legislated for in 2008 by § 5a Limited Liability Companies Act. Since then, it has helped contribute to Germany’s growing reputation as one of the best countries to found a Start-Up company.

The stock corporation in Germany (AG) is the closest to the Public Limited Company (plc.). The AG is a more complex corporate form to register, and professional guidance is strongly recommended regardless of whether the aim is to transform a private limited company into a stock corporation or expand into the German market. Our legal professionals have advised entrepreneurs and managing directors worldwide in this matter.

Partnerships: General Partnerships & Limited Partnerships

Partnerships are a means by which entrepreneurs can pool their resources and work together to establish themselves in the market. There are several different forms of partnerships in German law, and they differ significantly in terms of liability, purpose and how they are established.

At Schlun & Elseven Rechtsanwälte, we provide support with registering all forms of partnerships and ongoing support once they are established. Our corporate lawyers advise partners concerning their rights and responsibilities, assist with changing the business model, company registration and expansion into new markets, and ensure that the business is aware of its compliance requirements, among other services.

Partnership models in Germany include the Kommanditgesellschaft (KG), Limited Liability Partnership. Under this model, partners can be either limited partners with limited liability (Kommanditist) or general partners with unlimited liability (Komplementär). The general partners (Komplementär) have a more active role in the company’s management and generally make the daily decisions about the partnership’s direction. In contrast, the Kommanditist acts primarily as an investor in the company. However, this model has also given rise to the GmbH & Co. KG business model, which has also proven prevalent in German business.

Other partnership models in Germany include the Civil Law Partnership (Gesellschaft bürgerlichen Rechts – “GbR”) and General Commercial Partnership (offene Handelsgesellschaft – OHG).

Franchises in Germany: Our Legal Services

Franchise law is a comparatively young field of law, and in Germany, there is no specific franchise law regulation. It can thus be challenging to maintain an overview.

Against this background, it is advisable to consult an expert in franchise law. The lawyers of Schlun & Elseven Rechtsanwälte offer you comprehensive specialised legal advice so that nothing stands in the way of the successful establishment of your franchise business or the development of a franchise system.

Our team advises on matters such as drafting and reviewing the franchise agreement, company registration, legal disputes between franchisees and franchisors, the day-to-day legal matters faced by franchisors and franchisees, and more.

Corporate Tax Support

A corporate tax lawyer can be invaluable to businesses of all sizes.

Businesses face many taxes and laws relating to them, such as turnover, trade, corporation, income, and capital gains. Often, the importance of a particular tax will depend on a myriad of factors, including the type of business you are running and whether your business can seek exemptions in certain areas.

At Schlun & Elseven Rechtsanwälte, our team of corporate tax lawyers can be relied upon in particular cases and in providing ongoing support. Allow our lawyers to assess your company’s tax situation, defend your enterprise in tax dispute matters and provide guidance regarding your rights during tax investigations.

Start-Up Companies in Germany: Comprehensive Legal Guidance

Germany is widely considered one of Europe’s primary hubs for start-up companies. Its popularity as a location for start-ups can be traced to available access to venture capital funds and low levels of market dominance from monopolies and large corporations. Berlin, Frankfurt, Munich and other German cities have proved popular for such companies.

However, start-up companies and business founders face financial, organisational, strategic and legal challenges. The sheer multitude of tasks at hand may intimidate and overwhelm some entrepreneurs.

At Schlun und Elseven Rechtsanwälte, our law firm provides comprehensive legal support and will advise your company in financing, strategy and German law. Our lawyers will accompany you from the preliminary, start-up, development, and growth to the maturing phase and a possible sale of your company. Allow our team to guide you through the company registration process, and get your company started on a solid footing.

As a full-service law firm, we advise corporate clients in legal areas, including German employment and labour law, intellectual property regulation, competition and antitrust law, and designing and enforcing contracts.

Our lawyers will support you in negotiations with investors, customers, employees, suppliers and distributors. We will tailor our legal services to your start-up company’s specific needs and goals through long-term, close cooperation with you as the founder.

Business Immigration to Germany

At Schlun & Elseven Rechtsanwälte, our business immigration team specialises in assisting third-country investors and entrepreneurs to establish themselves in Germany. § 21 German Residence Act. allows entrepreneurs to gain a visa for self-employment in Germany.

However, the business concept must be carefully examined and adapted to the law’s requirements before applying for a residence permit. The three requirements stated for the visa are the following:

  • It must meet an economic interest or regional need,
  • It shall have a positive impact on the economy,
  • The financing must be secured by equity capital or a loan commitment.

The competent authority assesses whether these conditions are met based on a variety of criteria, such as:

  • The viability of the underlying business plan,
  • The relevant business experience of the applicant,
  • The amount of money to be invested in Germany,
  • The businesses’ impact on the employment and training situation,
  • The project’s contribution to innovation and research.

At Schlun & Elseven Rechtsanwälte, our lawyers will support you throughout the process, and with the subsequent company registration.

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