Excerpts from the brochure:
1. Summary of the steps required to form a GmbH
A GmbH does not become created until the GmbH is recorded in the commercial registry. Several steps must be taken before the recordation of a GmbH can take place:
a) Determination that the firm of the GmbH is registerable and whether the purpose of the proposed GmbH requires approval, e.g., pursuant to the Gewerbeordnung, GewO [Industrial Code], by means of an appropriate certification from the local IHK [Industrie- und Handelskammer = Chamber of Industry and Commerce].
b) Documentation and recordation by a German notary of a resolution to form a GmbH that has been passed by one or more of the incorporators. Among other things, the resolution shall contain an exact description of the incorporators of the GmbH, the company and the amount of the capital stock the GmbH, the assumption of the subscribed shares by the incorporators, the form in which the subscribed shares shall be paid (cash and/or non-cash contribution), and the appointment of the first business manager. The articles of incorporation shall be attached to the resolution. The company’s capital stock must be in the amount of at least 25,000.00 €. The subscribed shares of each incorporator must be in the amount of at least 100.00 € and must be divisible by 50. The articles of incorporation usually prescribe, among other things, the degree to which the corporation shall itself bear the costs of incorporation (see paragraph 2 below). If no provision is made in this regard, the incorporators must bear all such costs.
c) Certification by a German notary stating that the business manager has filed for registration of the corporation in a German Commercial Registry. Attached to the registration shall be a notarially authenticated copy of the articles of incorporation (see a) above), proof of receipt of the paid-up subscriptions (see g) below), and a list of the incorporators and also of any licenses or permits required under public law for the operation of the corporation.
d) Procurement by the GmbH i. G. [GmbH in the course of formation] of the licenses or permits required under public law of Germany for the operation of the corporation, e.g., licenses required under the Industrial Code of Germany.
e) Opening of a bank account for the GmbH in the course of formation upon presentation by the business manager of such GmbH of a copy of the notarially authenticated articles of incorporation (see a) above).
The notary will send a plain copy to the FA f. Körperschaften (Finance Office for Corporations] that is responsible under § 54 EStDV [Einkommensteuer-Durchführungsverordnung = Income Tax Implementation Order]. The Finance Office will then obtain additional information from the questionnaire KSt GU / 2 [KSt GU/2 - Gründung einer Kapitalgesellschaft = Questionnaire for the Formation of a Corporation].
f) Payment for the subscribed shares by the incorporators, e.g., for cash subscriptions by payment in cash or by bank transfer to the account of the GmbH in the course of formation.
g) Procurement of verification from the bank that the payments for the subscribed shares that were to have been paid in cash have been paid and that the funds to be transferred to the bank account of the GmbH in the course of formation have been received.
h) Submission – usually by the notary - of the notarially authenticated registration application along with attachments (see e) above) to the Commercial Registry. In the last cited case the proof(s) of payment of the subscribed shares (see g) above) and copies of the required licenses or permits under public law, if any, (see d) above) must be sent to the notary.
The eBook "How Do I Form a GermanGmbH" contains in english language a detailed description of the legal requirements for the formation of a Germanlimited liability company (GmbH). The brochure "How do I Form a German GmbH" can be ordered from AMANNLawyers & Tax Accountants, Munich, Germany, via eMail ([email protected]). The purchase price is 250.00 Euro.
Published by AMANNLawyers & Tax Accountants, Munich, Germany, a Germanlaw and tax accountingfirm.
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