12 answers for owners and founders of a Germany company, from ordering to banking, annual compliance and what happens after incorporation. General information, not legal or tax advice; your specialist confirms how it applies to you.
The words Gesellschaft mit beschränkter Haftung or a commonly understood abbreviation, in practice GmbH. The name also has to be distinctive and not misleading, so a purely descriptive name may be refused (confirm with your specialist). We check your options with the notary before the appointment.
Source: GmbH-Gesetz § 4: Firma, Federal Ministry of Justice, gesetze-im-internet.de
Yes. The articles must name a place in Germany as the company's registered seat, and in practice you also need a German business address for the register and official mail. Directors and shareholders can live abroad.
Source: GmbH-Gesetz § 4a: Sitz der Gesellschaft, Federal Ministry of Justice, gesetze-im-internet.de
For euro payments, yes. Under the EU SEPA Regulation, a payer must accept a payee account held anywhere in the EU, so German customers can pay a non-German EU IBAN. Some suppliers and the tax office may still prefer a German account, so many owners add one later.
Source: Regulation (EU) No 260/2012 (SEPA Regulation), Article 9, EUR-Lex, European Union
Without undue delay after formation, and again whenever the details change. The GmbH must collect, keep and update the information on its beneficial owners and send it electronically. Banks check this entry when opening accounts, so we file it straight after registration.
Source: Geldwäschegesetz § 20: Transparenzpflichten, Federal Ministry of Justice, gesetze-im-internet.de
Because of the blocking year. After the dissolution is published and creditors are called to come forward, the remaining assets cannot be paid out to shareholders until debts are settled and one year has passed. Only then can the company be removed from the register.
Source: GmbH-Gesetz § 73: Sperrjahr, Federal Ministry of Justice, gesetze-im-internet.de
Mostly accounting and tax work: double-entry bookkeeping, the annual accounts and their publication, and the corporate, trade and VAT tax returns. Notary fees also apply whenever a director changes or shares are transferred. The renewal from US$4,319 covers our annual services, and we quote the rest once your volumes are known.
The Federal Office of Justice opens an administrative fine procedure, and the fine is at least €2,500 and at most €25,000. It can be imposed on the managing directors or on the company. Filing on time is far cheaper than any fine, so we build the date into your accounting timetable.
The notarised articles, the draft or final register extract, the list of shareholders, ID for each managing director and beneficial owner, and a short business plan. Many banks also ask for proof of the Transparenzregister entry and a German address. The account is usually opened before registration so the share capital can be paid in.
No later than one year after the end of the financial year. The managing directors send the adopted accounts electronically, in German, for entry in the Unternehmensregister. This is separate from the tax returns, so plan both dates.
Source: Handelsgesetzbuch § 325: Offenlegung, Federal Ministry of Justice, gesetze-im-internet.de
Within one month of starting business. The notice goes to the local Finanzamt electronically, through the official interface (ELSTER), together with the tax registration questionnaire. A late notice delays the tax number, which banks and customers often ask for.
Every change of managing director must be registered in the Handelsregister, with the appointment or removal documents in original or certified form. The new director also declares that nothing disqualifies them from office. In practice this means a notary appointment, which can often be done by video or at a notary in your country.
Source: GmbH-Gesetz § 39: Anmeldung der Geschäftsführer, Federal Ministry of Justice, gesetze-im-internet.de
The managing directors must file an updated, signed list of shareholders with the Handelsregister without delay after the change takes effect. The list shows each shareholder's name, date of birth, place of residence and percentage of the share capital.
Source: GmbH-Gesetz § 40: Liste der Gesellschafter, Federal Ministry of Justice, gesetze-im-internet.de
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