How to Guide: Setting-up Business in Germany. Introduction. Entry. Set-up. Contact

Transcription

1 How to Guide: Setting-up Business in Germany

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3 7(/ #!" " $% Entrance Visa Residency Permit Address Registration Work Permit 1 Procedure to acquire a residence and work permit usually lasts between 3 and 4 months What? Who? Where? Resident Registration Office via Consulate or Embassy n-eu citizen Visitor visa (3 months) for US-citizens only passport required General visa (requiring employment authorization) Level 1 Residence allowance, for a specific, temporary time (max. 2 years) Foreigner Office (Ausländeramt) EU and n-eu citizen Level 2 Residence permit, issued without defining a particular purpose Level 3 Right of residence, unlimited residence permission Local Registration Office (Einwohnermeldeamt) EU and n-eu citizen Place-of-abode certificate Register at the local district office, ideally within one week, even if living temporarily in a hotel Central Labor Office (ZAV) (Zentralstelle für Arbeitsvermittlung) n-eu citizen Work permit Right to work (when applicant already has worked legally in Germany) What to bring? Medical certificate Sufficient financial funds Intention to return statement Residence allowance: passport (+2 photos) and visa copy of lease or a statement from the landlord) certificate of employment certificate of a German health insurance Passport Residency Permit Birth Certificate Application Certificate of Registration Passport (+2 Photos) Statement from the company (e.g. duration, position etc.) Police Clearance Clean Bill of Health 1 Professionals (attorneys, accountants, tax advisors, architects) do not require work permit )

4 &'!( Business Entity Legal Liability of Entity Minimum Equity Capital Commercial Registration Founding Formalities Comparison US company Zweigniederlassung Einzelunternehmen Parent Company Assumes Liability Personal Unlimited Liability Fewest Fewer Branch Office Sole Proprietorship GmbH Limited to share capital 25,000 Few Limited Liability Company OHG Personal unlimited Liability of all partners Moderate Unlimited Company KG Limited partner: liability limited to shares; general partner: personal unlimited liability High Limited Partnership GmbH & Co. KG 1 Limited partner: liability limited to shares; general partner: GmbH limited to its own capital Higher Corporate Partnership AG Limited to share capital 50,000 Highest Public Limited Company 1 is a limited partnership into which a GmbH enters as a partner with unlimited liability, but limited to its own capital (partners do not have personal, unlimited liability) +

5 !!7 " #"&( Steps What to do? Where to go? What to bring along? Useful Tips and Explanations Hire tary tary Business Plan (useful but not compulsory) Payment of stated share or equity capital into a primary bank account must be notarized! Proof that company name is characteristic and distinctive Preparation of the necessary articles of association, powers of attorney, resolutions and relevant declarations Registration of Business Join Chamber of Commerce Commercial Register local court Commercial Register Chamber of Industry and Trade 9:; Certified Articles of Association (as prepared by notary) Identification Card (e.g. Passport) Registration application Trade and partnership register entry at the local court Registration application will be sent on automatically to the Chamber Industry and Trade IHK will contact you directly, after receiving a copy of your registration application from the Commercial Register Tax Registration Municipal AND local tax office Registration with the Local Trade Office Local Trade Office Registration with the local trade office is compulsory Obtain a certificate of registration commence business <= ' >$!$! ;$

6 7 7 & ) GmbH AG Incorporation Incorporated by one or more shareholders tarized certificate of incorporation including articles of association and appointment of one or more managing directors Minimum share capital 25,000 Personal liability of the shareholders until commercial registration Certificate of incorporation where the shareholders appoint a supervisory board (at least 3 members) which appoint the management board (at least 1 person) Minimum share capital 50,000 Liability company shares are liable to creditors See GmbH Organization and Controlling Shareholder Assembly is sovereign, which can issue binding instruction for management An advisory or supervisory board may be installed if this is desirable. The Management Board controls day to day business. Supervisory Board elects and dismisses Management Board Members Shareholders can elect and dismiss members of the Supervisory Board at the General Meeting Access to Share Capital Transfer of share capital is only possible through a notary. Both bearer and registered shares are issued by the AG. Share may be publicly listed and traded. 8#>"9;?% >@"; 3

7 "90,0 & GmbH Independent branch office Branch Office Commercial unit Legal Liability of Entity Legally independent Permanent establishment Legally independent relating management, disposition, and accounting Permanent establishment Legally dependent Temporarily business activity Subject to law of parent company Formation Business Agreement (Articles of Association) Announcement of commercial registration Commercial registration By the owner of foreign company or other authorized signatories Commercial registration and notification via notary Only commercial notification Translated and attested commercial register statement of (foreign) parent company Minimum Equity Capital 25,000 t necessary, financial support by parent company Others To establish confidence (e.g. for bank credit) a GmbH is recommended Automatically connected to the German Chambers of Commerce network Appoint a branch manager in Germany as the legal representative Invoices with data of the parent company Invoices with data of the parent company 0#1+2.).3.4.) (-#1+2.) # 6..! $ $..! $ 4

8 BB7>"9; * +(, Steps What to do? Contents Where Costs 1 2 Conclusion of Business Agreement (Articles of Association) Appointment of Executive Bodies Articles of Association with information about corporate seat, entity, nature of business, share capital (min. 25,000 ), and shareholder structure (min. 100 per share) GmbH necessarily requires two bodies: General meeting of members and Chief executive Until commerce registration (step 4b) the chief executive is personally liable (so called Pre-GmbH ) tary tary App. 450 n.a. 3 Raise Capital Founding partners must raise the minimum share capital. Alternatively, by non-cash capital contribution (assets for GmbH tary Min. 25,000 ownership) 4a Announcement of Commercial Registration After authentication of the articles of association the company has to be announced at the local court where the firm is situated Appendix: authenticated partnership agreement, legal document of appointment chief executive, list of formation partners Local Court App. 80 4b Commercial Registration Formation of GmbH as a legal entity (liability of share capital) Publication in Federal Official Gazette and one regional or supra-regional newspaper Local Court App Following Tax Declaration (KSt, GewSt, VAT,...) Publication of balance sheet Business letter specifications (firm, seat, register court and number, CEO) Tax consultant Local tax authority Local first-instance court via notary n.a. n.a. App. 30 0#1+2.).3.4.) (-#1+2.) # 6..! $ $..! $ A

9 @"8 % D " #$..! $!" #$% &' 5!!E " F E.4A, "!" 5!!E " F E.4A, " &1+2)34 (-1+2)34 &1+2)34 (-1+2)34 $ 6..! $ 6..! $ The German Foreign Chambers of Commerce in more than 80 countries also support business relationships with Germany. 2