[ESTABLISHING A BUSINESS ENTITY IN GERMANY]
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Small businesses, civil law partnerships (GbRs), freelancers and dependent branch offices do not have to be registered in the commercial register. 3. Registration Procedure The application for registration in the commercial register is electronically filed in publicly certified form by a notary to the responsible commercial register. As a rule, with types of company in which the entry in the commercial register is part of the act of establishment, the possible limitation of liability of the partner(s) is only effective subsequent to the time of the entry in the commercial register. If business is carried out prior to this point in time, partners can be liable for any losses of the company with their private assets (especially the case with corporations). 4. Registration Costs The total cost of entry in the commercial register varies depending on the type of company. Costs incurred are made up of costs of the notarial certification and the fees charged by the district court for entry and publication in the Federal Gazette (Bundesanzeiger). The cost for registration and publication in the commercial register for a partnership is currently at least EUR 300. For a GmbH, this amount is at least EUR 400, and for an AG at least EUR 500. Additional costs are incurred for the use of a notary and the fees for legal counsel. The costs and notary fees are not levied on an arbitrary basis but are regulated by law. They largely depend on the number of partners and the share capital. Fees incurred by legal counsel are agreed separately.
5. Commercial Register Display The commercial register is managed by the local court ( Amtsgericht ) where it is open to public view at no cost. In addition to this, the register can also be consulted online through the common register portal of the German federal states ( Gemeinsames Registerportal der Länder ) 19 . Some of the company data which is stored in the commercial register is also available electronically through the commercial register of the Federal Gazette ( Bundesanzeiger ). Due to the harmonized EU Law, the documentation effort for European companies is fairly modest. For non-European companies it can be extensive, the exact details depend on the foreign company’s residence. The application must be certified and submitted by a notary. III. Transferring Assets 1. Capital Capital can be moved in and out of Germany without any restrictions. However, amounts over EUR 12,500, or equivalent payments with valuables, must be reported to the German Central Bank ( Bundesbank ). These reports are for statistical purposes only. Forms can be obtained from the Bundesbank. Reporting obligations for money transfers from abroad depend on the place of residence of the recipient/addresser: nationality is irrelevant. A person or company with a place of residence or business in Germany must report incoming and outgoing payments from abroad for all transactions over EUR 12,500. Alternately, an investor with a place of residence abroad does not have to register a capital transfer to an
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https://www.handelsregister.de/rp_web/welcome.do
ILN Corporate Group – Establishing a Business Entity Series
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