Establish German GmbH
Do you want to make the move to Germany as a Dutch entrepreneur? This can be done in two ways: by using the existing Dutch BV to enter into a business partnership with one or more German companies, or by establishing a GmbH. The title GmbH stands for Gesellschaft mit beschränkter Haftung, similar to a BV and also the most frequently chosen form of business in Germany. For example, if you want to establish a German web shop or work in Germany, it is important to be well prepared. What do you need to know before you decide to establish a German GmbH?
Do you only want a GmbH for commercial reasons, and does the GmbH have few activities in Germany? Then choose the GmbH that you also register in the Netherlands. On this page you will find all information about the GmbH with Dutch registration.
Establishing GmbH: German company
Establishing a GmbH generally takes place through a notary, although it is also possible by filling out a standard incorporation form. We will accompany you to the German notary for explanations and translation into Dutch where necessary. The texts in the deed are vij complex in nature, making translation often desirable. Prior to your visit to the notary, a number of things need to be formally prepared:
- Firmanaam GmbH
- Personal data founder
- Establishment address: permanent address in Germany is a requirement
- Description of objectives with GmbH
By the way, the founder must always be a private person (Geschäftsführer), and this is how it must be declared on paper. A shareholder, as found in the next section, may be either a private or legal person. A shareholder translated into German is a Gesellschafter.
Contributing capital and opening bank account GmbH
To establish a GmbH, there is a minimum limit for contributed share capital of EUR 25,000, of which at least half must be invested in the establishment (= EUR 12,500). This is called Stammkapital. The other half of the share capital payment can be contributed to the GmbH at a later date. Thus, the shareholder of the GmbH must deposit this 12,500.00 Euros into a newly opened bank account at a German bank.
With the bank account application, we support you, and we prepare the bank account application so that all you have to do is sign. We try to stop by the bank immediately after the notary appointment, so you can sign for the opening of the bank account there, and have a short conversation with the bank. You will then receive your German IBAN number and can then deposit the share capital. Note that the share capital is deposited through a bank account in the name of the shareholder, and not through another account. This is to avoid problems in the future, where a trustee can argue that the shareholder himself did not make a deposit of share capital.
Preparation of draft deed and bylaws
Based on the information brought in, a draft deed and articles of association are prepared and then submitted to the notary in Germany. Upon agreement on the certificate of incorporation, the process is initiated. The Stammkapital, or share capital, must be paid after incorporation but prior to registration with the trade register (Industrie- und Handelskammer). After registration with the trade register, share capital may be withdrawn for investment and operating expenses. It can take up to 2 weeks to register the GmbH with the trade register.
Receipt of VAT number in Germany
After registration with the commercial register, the GmbH is registered with the German tax authorities. This provides you with a tax number, divided into a Steuernummer and a Mehrwertsteuer (VAT) number. A number of documents are necessary for this, including an excerpt of registration with the Commercial Register, agreement rental office address, German bank details and the notary’s deed of incorporation. By the way, the Mwst rate in Germany is 7% for the reduced VAT rate, while 19% is kept as the regular VAT rate.
Administrative services for German GmbH
After incorporation, we will put you in touch with professionals who can help you with the administrative process, tax returns and other administrative work.
Prior to establishing a company in Germany, you need to take several steps. In part, this is similar to setting up a limited liability company, but there are several issues that require attention. Do you want to successfully do business with Germany and settle here temporarily or permanently? Then it makes sense to use the know-how available about the German market.
Additional information and GmbH foundation startup
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Frequently Asked Questions
Office address for your GmbH in Germany
An office address in Germany is a prerequisite for:
- doing business successfully in Germany;
- Obtaining a VAT number in Germany;
- The registration of the new GmbH in the Commercial Register;
If you are not using a full-fledged office when you start your business in Germany, you can hire a business building as an option.
There are several small office providers with additional services, such as mail scanning and the use of a consultation room. It is important that you can provide a rental agreement before incorporation so that the GmbH can be registered at this address.
We already have years of experience working with various parties in Germany, including business centers in Germany, accountants and consultants. We can put you in touch with suitable providers, so don’t hesitate to ask!
Bank account in Germany for the GmbH
If the establishment of the GmbH is done through our office, we ensure that the appointment with the notary and the bank can be combined in one half-day session. This way, you only need to travel to Germany once during the incorporation phase to take care of the formalities.
We will make an appointment for you at a well-known bank in Germany. After the signing of the deed of incorporation of the GmbH at the notary is completed, you can visit the bank. Bank account opening forms are already ready there.
The bank’s account manager will review the bank account opening forms with you. If you agree, you can sign for opening the bank account.
The account is then immediately active, and you can immediately deposit the minimum capital for the GmbH. You will receive the bank cards and access codes separately by mail.
Information on establishing a GmbH
Visit notary Germany
A visit to the notary to establish a GmbH is an obligation in Germany.
The notary should make sure that you understand the contents of the deed, and that you actually want to establish the GmbH. Also, he should make sure that you as a person actually sign the deed, and not someone else. Therefore, it is not possible to send someone else to the notary, or to work through a power of attorney. The visit to the notary takes between 30-60 minutes.
We will combine this visit with a visit to the bank, so that during 1 visit you both settle the deed, and also open the bank account. At the end of this day, your GmbH is established.
We accompany you personally during the notary appointment, translating where necessary.
If you have any questions, please contact us for further business advice.
Tax burden GmbH Germany
In Germany, every company pays a corporate income tax of 15 percent (Korperschaftsteuer). This rate is increased by a solidarity surcharge of 0.825, bringing the total rate to 15.825%.
Also, every company must pay taxes to the municipality where the company is located (Gewerbesteuer). On average, this rate is 14-15%. So in total, the tax burden for a GmbH is about 30%. Gewerbesteuer varies by municipality. The method how this Gewerbesteuer is calculated is as follows:
Profit to which the Gewerbesteuer applies x 3.5% x local percentage. (by municipality)
The rates (percentages) for the Gewerbesteuer can be viewed by state and municipality on this DIHK website and are around 400-450.
If you would like to establish a GmbH or have further questions, please contact us.
Minimum wage director
In Germany, a director (Geschäftsführer) of a GmbH is subject to the rule that the salary must be reasonable and in line with the market, (“Die Zahlung eines angemessenen Gehalts”). What is reasonable depends on the circumstances such as, for example, in which industry work is performed, whether the GmbH is newly founded, and whether the director is also a shareholder.
So in certain cases, it would be possible, that the director does not receive (minimum) remuneration, but that depends on the circumstances. Similar legislation as applies in the Netherlands, where a minimum wage of 43,000,- euro is prescribed ( artkel 12a Wet LB) is therefore not applicable in Germany.
Administrative services
After incorporation, we will put you in touch with professionals who can help you with the administrative process, tax returns and other administrative work.
Registration with the Chamber of Commerce
The notary in Germany will simultaneously with the incorporation prepare the documents for the registration of the GmbH in The Commercial Register.
Registration with the Trade Register consists of the following components:
- Copy of certificate of incorporation GmbH
- Statement of shareholders and directors
- Powers of directors
- Directors’ Statement
- Share capital payment
- Address GmbH Germany
After the notary receives confirmation from the bank that the minimum capital has been deposited in the bank account, the notary will forward the registration of the GmbH to the Commercial Register.
Draft articles of incorporation
The deed of incorporation of the GmbH is drawn up in consultation with the notary. You can download an example of a GmbH certificate of incorporation here.
Beyond this deed of incorporation, the registration forms for the German Commercial Register (KvK), the shareholders’ agreement (Gesellschafsvertrag) and the shareholders’ register will be drawn up in consultation with the notary. The notary takes care of registering the forms with the agencies.
Set up your German BV with Van Lier Tax Advice.
Do you have any questions regarding the formation of a GmbH or would you like us to get started for you right away? If so, please fill out the contact form.
