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Establish German GmbH, but register in the Netherlands

You want a German company for your German customers and suppliers, but not all the obligations in Germany, such as accounting and tax returns? This is possible if you register the GmbH in the Netherlands with the Chamber of Commerce and Tax Office after incorporation. The GmbH additionally applies for a VAT number in Germany.

For your German customers, nothing changes, they just see a German GmbH with a German Trade Register number and German VAT number, so commercially the GmbH has a completely German “look and feel.

However, you only file VAT returns in Germany, The annual accounts and VPB (profit tax) returns are done in the Netherlands, and you can file them with your Dutch accountant. So a great commercial advantage, combined with great operational convenience!

Establishing GmbH: German company

Establishing a GmbH is done through a German notary. We will accompany you to the German notary for explanation and translation of the deed into Dutch. 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 the activities of the GmbH

Incidentally, the director must always be a private person (Geschäftsführer). A shareholder, may be either a private or legal person. A shareholder translated into German is a Gesellschafter.

Contributing capital and opening bank account GmbH

For founding a GmbH, there is a minimum share capital limit, of 25,000 euros, of which at least half must be invested in the founding (=12,500 euros). 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.

We further arrange the application for the German bank account for the GmbH. We will visit the bank immediately after the notary appointment, so you can sign there to open the bank account,

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.

Registration German Trade Register and Chamber of Commerce in the Netherlands

After signing the deed and processing the incorporation at the Amtsgericht, the GmbH is registered in the German Commercial Register. This register is similar to the Dutch Chamber of Commerce. You will receive an abstract of this. A German VAT number will also be applied for.

After that, the GmbH is also registered with the Dutch Commercial Register (KvK). A Dutch VAT number is also requested. The GmbH is subject to corporate income tax in the Netherlands.

Administrative services for German GmbH

Since the GmbH is tax resident in the Netherlands, a Dutch accountant can also prepare the annual accounts and VPB return. In Germany, only VAT returns are filed for the GmbH.

Additional questions and GmbH foundation startup

Please contact us for setup and any questions you may have.

Frequently Asked Questions

Minimum wage director

The GmbH is domiciled for tax purposes in the Netherlands. Therefore, you do not have to pay wages in Germany, but you do have to pay wages in the Netherlands. The amount depends on your business structure and the profits of the GmbH,

So in certain cases, it would be possible, that the director does not receive (minimum) remuneration, but that depends on the circumstances. In theory, the GmbH falls under the minimum wage of a DGA in the amount of €56,000 (artkel 12a Wet LB).

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.

Subsequently, the GmbH will be registered with the Chamber of Commerce in the Netherlands.

Draft articles of incorporation

The deed of incorporation of the GmbH is drawn up in consultation with the notary. You can request a sample GmbH articles of incorporation from us by email.

In addition to this deed of incorporation, the registration forms for the German Commercial Register (CoC), 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 GmbH with Van Lier Fiscaal Advies BV

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.