Germany

Company formation in Germany

Dear Customer,

We would be happy to incorporate your German company for you.

 

Please find in here order form for a German limited liability company (a Unternehmergesellschaft (haftungsbeschränkt), abbreviated: UG); this order form also includes the costs for the foundation of such company which is in total USD 3,200 covering all foundation costs. The initial registered capital would be EUR 1,600 as this makes sure that all initial foundation costs for the company and the running costs for the first year (like bank fees, etc.) are covered and the company does not require funding immediately after foundation for the initial costs.

The process through which your company will be incorporated is as follows:

  1. You complete the order form and send it to Tomas at startupr (tomas@startupr.com); cc: to me (eisen@neef-legal.de).
  2. You will then receive the invoice for the incorporation
  3. After payment of the invoice has been made, we will start the incorporation process
  4. Once we have notarized the incorporation of the company, we – if you wish – open a bank account
  5. Once the company has been registered in the commercial register, we notarize the transfer of all shares to you
  6. You will in writing authorize the transfer of all shares to you
  7. We then provide you with the draft shareholders resolution to appoint yourself or a person determined by you as managing director (resolution in writing)
  8. You or the person determined by you will have to sign the filing of the new managing director in notarized form at a German notary
  9. I will withdraw as managing director of the company after you or the person appointed by you has been registered in the commercial register.

All in all, this process usually takes – depending on the quickness of the commercial register, the bank and you or the person determined by you notarizing the filing to the commercial register – up to three weeks.

Still the company is operational once the foundation deed has been notarized.

Alternatively, as you are in Berlin, you can complete the foundation process or certain parts of it – as you wish – yourself.

If so, we can consult you throughout this process. Please let us know if this would be your preferred option.

If you’re interested to get holding company for your German entity, you might be interested to set up your company in Hong Kong.

Kind regards, Startupr

Company formation in Germany

Company formation in Germany – here is a guideline

1.            You complete the order form

2.            You will then receive the invoice for the incorporation

3.            After payment of the invoice has been made, we will start the incorporation process

4.            Once we have notarized the incorporation of the company, we – if you wish – open a bank account

5.            Once the company has been registered in the commercial register, we notarize the transfer of all shares to you

6.            You will in writing authorize the transfer of all shares to you

7.            We then provide you with the draft shareholders resolution to appoint yourself or a person determined by you as managing director (resolution in writing)

8.            You or the person determined by you will have to sign the filing of the new managing director in notarized form at a German notary or at a German embassy or consulate

9.            I will withdraw as managing director of the company after you or the person appointed by you has been registered in the commercial register.

Please let us know should you have any question. Your Startupr Team

EUROPEAN PARLIAMENT OF ENTERPRISES 2012

 

EUROPEAN PARLIAMENT OF ENTERPRISES 2012

Hi, do you remember when I was posting an article about the European Parliament of Enterprises of 2008? Where I had been as a member of European enterprises.

 

It’s coming soon again. When? 18th of October, 2012.

 

Contact your chamber of commerce and register your company. I’m not really  sure when is the application deadline for each country however, it’s just a reminder.

 

by organizer: “For the “European Parliament of Enterprises” EUROCHAMBRES brings together over 750 business men and women, coming from 45 European countries who get a chance to ‘become’ Members of the European Parliament for one day, debating and voting on some of the most crucial topics currently at the heart of the political debate.

more info: http://www.parliament-of-enterprises.eu/index.php

 

good luck with the application

 

tomas milar

The Unternehmergesellschaft (UG) haftungsbeschraenkt – the German limited liability company for start ups

The Unternehmergesellschaft (UG) haftungsbeschraenkt – the German limited liability company for start ups

The Unternehmergesellschaft (UG) haftungsbeschraenkt is a limited liability company under German law which can be established in accordance with the German law on limited liability companies (GmbH-Gesetz, GmbHG). The UG was established as the „small” sister of the general limited liability company in Germany, the Gesellschaft mit beschraenkter Haftung (GmbH) in order to facilitate the easier foundation of a limited liability company for start ups. The main benefit of the UG in comparison to its „bigger” sister GmbH is that for the foundation of the UG the minimum registered capital is EUR 1, while for a GmbH the minimum registered capital is EUR 25.000 of which at least EUR 12.500 need to be paid in at foundation. While foundation of the UG is possible with only EUR 1 it is highly recommended to have at least a registered capital of EUR 550 in order to cover the initial costs of foundation and the first year of the existence of the company. This can avoid immediate over-indebtness of the company which otherwise could be avoided by granting shareholder loans with a qualified subordination clause to the UG.

The benefits of the UG for a start up are that it provides its shareholders with limited liability, i.e. only the UG is liable to creditors for the liabilities of the UG. The UG is managed by one or several managing directors which can be shareholders. It is possible that the only shareholder of the UG is also the sole managing director of the UG. The managing director(s) can be granted the right to contract with themselves or with another company where they hold the office of managing director by the shareholders’ meeting. The shareholders’ meeting can control and direct the managing director(s) within the boundaries of the applicable law. The applicable law will for all corporate law matters be German law. In regard of other actions taken by the managing director(s) of the UG other laws can be applicable.

But for a minimum of mandatory parts (seat, company name, company purpose, registered capital) the articles of the UG can be developed independently by the shareholders. To amend the articles a majority of 75% of the shares present in a relevant shareholders’ meeting. For purposes of e.g. venture capital financing e.g. tag along rights, drag along rights and liquidation preferences could be included in the articles; it can be advisable though to agree on such rights in a separate shareholders’ agreement in order not to have these rights accessible for everyone via the commercial register.

The UG is generally subject to German corporate tax of 15%. Distributions of profits to shareholders would generally be taxed with 25% at the level of the receiving shareholder. Where profits by the UG are generated outside of Germany, the taxation of these profits is subject to any existing double taxation treaties. The same applies to the taxation of distributed profits on the shareholder level if the shareholder is not a tax resident of Germany. In exception from the general rule dividends, exit proceeds and capital gains which the UG receives are only taxed with 5 percent non-tax deductable expenses which results in an effective taxation of approx. 2.75%.

Overall, the UG therefore is a great choice for company foundation in Germany for start ups or as an investment vehicle for investments in Germany and beyond.

Company formation in Germany is simple and quite straightforward. Contact us for further information at: startupr.com

Open Company in Germany

Download your order form and open your business in Germany – Unternehmergesellschaft (UG) (haftungsbeschränkt) Private Limited Company

Startupr provides a streamlined and efficient way to incorporate your German business company with limited liability (in German: Unternehmergesellschaft (UG) (haftungsbeschränkt)). You will get a newly created, fully operational German business company within up to three weeks which will not have conducted any operational business up to the point when you acquire it. All foundation related issues will have been dealt with so that you can concentrate on your operations right away. We do not guarantee processing times by Company Register and bank office but do endeavor to provide you with the quickest foundation process available.

Startupr – your company formation provider.