Incorporate in Germany: A Step-by-Step Guide to Business Setup

Germany is a world leader in business, innovation, and trade. In the Forum’s index, Germany ranked 5th in patent applications. It spends around 3% of its GDP on research and development activities. Germany is also the US’s largest trading partner in Europe.

If you are an American or Indian business owner looking to expand your business in Europe, incorporating in Germany is thus one of your best options. Below are a series of steps you can follow to incorporate in Germany, including the legal requirements, costs, and benefits.

Why Incorporate in Germany?

With its many benefits for entrepreneurs looking to incorporate in Germany, Europe’s largest economy is a great place for your business incorporation process. The country’s economy is business-friendly, providing a stable environment for businesses to grow and flourish. The business incorporation process in Germany protects investors and maintains legal security. Also, the country has signed tax treaties with more than 90 countries, including India, Singapore, Canada, Netherlands, etc. These can help avoid double taxation for the business owners.

Germany’s location provides easy access to the EU market—which is good news for businesses involved in import-export activities (which require an EORI registration). The country has a highly skilled workforce, and world-class infrastructure. Additionally, it is simpler to maintain legal compliance for companies in Germany.

Benefits of Incorporating in Germany

There are a lot of benefits to incorporate in Germany, including:

• Access to the EU Market: Being centrally located in Europe gives businesses easy access to the other 26 EU members.
• Legal Protection for Investors: Germany’s transparent legal system protects investors, making it ideal for businesses of all sizes.
• Government Incentives: Germany offers various incentives, such as low-interest loans and tax breaks, for businesses of different sizes. The German government charges a VAT (Mehrwertsteuer) rate of 19%, with a reduced rate of 7% on certain industries.
• Skilled Workforce: Apart from being the third largest economy globally, Germany boasts an amazing technical education system. This provides an employable workforce.

Legal Requirements for Incorporation in Germany

If you want to incorporate in Germany, you are required to follow a set of legal requirements and procedures. Here are some key aspects of the legal requirements.

Types of Business Entities Available

Before getting into the business incorporation process in Germany, you need to choose from the following business entities:

• GmbH (Gesellschaft mit beschränkter Haftung): This is a private limited liability company, ideal for small- to medium-sized businesses. It requires a minimum share capital of €25,000. However, it cannot be registered in the stock market.
• AG (Aktiengesellschaft): A joint stock company for larger businesses. It requires a minimum share capital of €50,000. Company shares can be publicly traded.
• Limited Partnership (Kommanditgesellschaft or KG): This partnership consists of general partners with unlimited liability and limited partners whose liability is dependent on their contributions.
• Sole Trader (Einzelunternehmen): A business owned and run by a single individual with unlimited liability.
• Mini GmbH (UG): A smaller version of the GmbH, suitable for startups and small businesses, with a minimum share capital of just €1.

Documentation Needed for Incorporation in Germany

You will need the following documents to incorporate your business in Germany:

• Registered Office Address: Physical location where official communications are sent and received.
• Company’s Memorandum and Articles of Association: Founding documents which highlight the company’s objectives, structure, and regulations.
• Passport Copies of Directors and Shareholders: Identity verification for individuals involved in the company.
• National Identity Card Copies: Additional identity proof for directors and shareholders.
• Proof of Residential Address: Documents like bank statements or utility bills that confirm the current address of directors and shareholders.
• Management Board Structure Document: A record detailing the roles and responsibilities of the company’s leadership.
• Director’s Visa: Required if the director is not a resident of Germany.
• Board Resolution for Branch/Subsidiary: Authorization for establishing a branch or subsidiary, if applicable.
• Certificate of Share Capital Deposit: Proof that the initial share capital has been deposited in a German bank account.

For more information, you can visit the website of Chamber of Industry and Commerce (Industrie-und Handelskammer) or Chamber of Crafts (Handwerkskammer) for more information.

Step-by-Step Process to Incorporate in Germany

Business incorporation process in Germany consists of several steps. These steps ensure that all legal requirements are met.

1. Choose Your Business Structure

The first step is to decide on the type of business entity you want to register. The choice depends on your business model, liability considerations, and the available share capital.

2. Register Your Business Name

The German Commercial Register is free of cost and open to public view. It is where businesses are legally registered and is managed by the local district courts. The chosen company name has to be unique. Before one registers the name, founders can check for its availability online via the Common Register Portal of the German Federal States, which searches court records of all German states. This means you no longer need to access each register maintained locally. Next, for verification, file an application with the local chamber of the Department of Industry and Commerce.

3. File Incorporation Documents

Once the chosen name gets verified, business owners must draft the Articles of Association (AoA), which are then submitted to the Commercial Register. The AoA must be notarized by a public notary officer. Other documents, such as an application for registration and proof of the deposited share capital, are also required at this stage.

4. Obtain Necessary Licenses and Permits

The application for incorporation, management board structure details, and the capital share must all be presented by the founder of the corporation to the German Commercial Register. It can also be done electronically. The AoA will be registered by the notary with the German Commercial Register.

At this point, the company also receives a unique 8-digit German Company Number (Betriebsnummer) from the Federal Employment Agency (Agentur für Arbeit) to register for social insurance of the employees. This acts as the company’s social security number.

5. Open a Corporate Bank Account

Once the documents are prepared, you need to open a corporate bank account where you can deposit the minimum share capital. For a GmbH, you would need to deposit at least €12,500 to start operations. For opening a bank account, you must have your passport and an ID.

After all these steps are done, the company can start its business operations officially. If you need more clarification on any of the steps above, book a call with Commenda’s experts and incorporate in Germany faster!

Costs and Fees Associated with Incorporating in Germany

Business incorporation process in Germany comes with several costs:

• Company Formation Fee: The standard company formation fee for GmbH is approximately €1,800.
• Virtual Office Costs: A virtual office package costs around €208 per month.
• Accounting Costs: Accounting services for German companies start at around €100 per month.
• Registration Fee: The registration fee for a GmbH is approximately €400, with additional notary fees, which is around €800.
• Share Capital: The required share capital varies by business structure:some text
  • GmbH: €25,000 (minimum €12,500 for registration).
  • Mini GmbH: €1.

Common Challenges and How to Overcome Them

Incorporating in Germany can be challenging for foreign investors, primarily due to:

1. Language Barriers: 95% of the population speaks German, with 56% speaking English. Many legal documents must be created in German, which can be difficult for foreign investors. You must hire a local expert fluent in German to help overcome this challenge.
2. Complex Bureaucracy: Dealing with multiple authorities like the German Commercial Register, Tax Office, and Labor Office can be tough. Working with business incorporation agents or legal advisors like Commenda can help make the process smoother.

FAQs About Incorporating in Germany

Q) What are the visa requirements to follow before incorporation in Germany?
If you are from a ‘third country’, you must have a business visa to stay in Germany and then apply for a business residence permit (Aufenthaltstitel). However, if you are from a privileged nation (Australia, Israel, Japan, Canada, the Republic of Korea, New Zealand, the UK, or the USA), you can enter Germany without a visa and directly apply for a business resident permit.

Q) How long does it take to incorporate a business in Germany?
The process of incorporation in Germany takes around 2–3 weeks if all necessary documents are correctly prepared and submitted.

Q) What types of companies can be incorporated in Germany?
Common business entities in Germany include GmbH (private limited liability company), AG (joint stock company), Limited Partnership (KG), Sole Trader, and Mini GmbH (UG).

Conclusion

The business incorporation process in Germany offers access to the European market. Incorporating in Germany establishes your business in one of the world’s strongest economies. If the process seems complex due to legal compliance in Germany, hiring the right legal and business advisors can make the incorporation process smooth and hassle-free.

If you are a business owner wanting to expand your business in Germany, Commenda’s expertise in incorporation can take the load off your shoulders. Commenda makes sure your business is set up properly—that is, in line with all legal and compliance norms. Contact us to get your incorporation journey in Germany started today. Viel Glück!