Company formation service in Germany is a professional service that helps foreign investors and entrepreneurs to start and register their businesses in Germany. Germany is one of the largest and most developed economies in Europe and the world, offering a favorable business environment, a skilled workforce, a high level of innovation, and a strong legal system. Germany also provides access to the European Single Market, which is a huge advantage for trade and investment.

There are different types of legal entities that can be established in Germany, such as:

•  Limited liability company (GmbH)

•  Stock corporation (AG)

•  European stock corporation (SE)

•  Mini-GmbH (UG)

•  Partnership (OHG, KG, GbR)

•  Sole proprietorship (Einzelunternehmen)

Registration of GmbH company in Germany is a process that involves several steps and documents, such as:

•  Choosing a unique and suitable company name and reserving it with the local Chamber of Commerce and Industry (IHK)

•  Drafting and signing the articles of association (Gesellschaftsvertrag) with the help of a German notary. The articles of association must contain information such as the company name, address, object of activity, share capital, and shareholders

•  Opening a bank account and depositing the minimum share capital of 25,000 euros. At least 12,500 euros must be paid in cash before registration

•  Submitting a notarized application to the Commercial Register (Handelsregister) via the notary. The application must include the articles of association, the proof of share capital deposit, the identification documents of the managing directors, and the tax identification number of the company

•  Registering the company with the local trade office (Gewerbeamt) and obtaining a trade license (Gewerbeschein)

•  Registering the company with the tax office (Finanzamt) and obtaining a VAT number (Umsatzsteuer-Identifikationsnummer)

The registration of GmbH company in Germany can take from a few days to a few weeks, depending on the complexity and completeness of the documents and the workload of the authoritieshttps://www.lawyersgermany.com/starting-a-gmbh-in-germany. The registration of GmbH company in Germany can also be done online, as the German government has extended the online procedures for commercial register applications since August 2022

The registration of GmbH company in Germany can be a complicated and time-consuming process, especially for foreign investors who are not familiar with the German legal system and language. Therefore, it is advisable to hire a service provider for business expansion in Europe, who can assist with the entire process, from choosing the best legal form, preparing and filing the documents, opening the bank account, registering the company, and complying with the tax and legal obligations. A service provider for business expansion in Europe can also provide other benefits, such as providing a registered address and a virtual office, offering accounting and bookkeeping services, advising on the best tax and business strategies, and helping with the visa and immigration issues. A service provider for business expansion in Europe can be a valuable partner for any foreign investor or entrepreneur who wants to enter the German market and benefit from its opportunities and advantages.

Establishing and operating a GmbH in Germany requires at least one Geschäftsführer (Managing Director) who is officially registered with the German Commercial Register (Handelsregister).

Our “Geschäftsführer as a Service” offering is designed for Indian or other non-EU investors who have founded or are planning to found a GmbH in Germany but do not have a suitable local director to represent the company.

Scope of Services

We provide a professional and trustworthy Managing Director for your GmbH for an initial period of 12 months, renewable annually. Our appointed Geschäftsführer will act in accordance with the powers granted and under a clearly defined agreement. The scope includes:

1. Legal Representation & Compliance:

• Registration as official Geschäftsführer in the Handelsregister.
• Acting as the legal representative of the GmbH for authorities, banks, tax offices, and third parties.
• Ensuring compliance with German commercial and corporate law (e.g. GmbHG, HGB).
• Handling correspondence from German authorities, banks, and service providers.

2. Document Execution:

• Signing of statutory filings and applications (e.g. tax registration, trade license, USt-IdNr, bank account opening).
• Approval and signature of annual financial statements (in coordination with your tax advisor).
• Signing contracts on behalf of the GmbH, subject to shareholder instruction.
• Signing employment contracts, NDAs, service agreements, and official declarations.

3. Governance and Reporting:

• Organizing and documenting shareholders’ meetings (if required).
• Regular reporting to the shareholders on operational and legal matters.
• Cooperation with accountants, auditors, legal counsel, and tax advisors.

4. Risk Management & Limitations:

• Our Geschäftsführer acts only under a service mandate, and is not involved in day-to-day business.
• All activities are conducted based on written instructions and powers granted by shareholders.
• Liability is limited as per contractual terms and governed by German GmbH law.

5. Termination and Legal Responsibilities

1. Termination by Shareholders:
The shareholders may terminate the Geschäftsführer as a Service agreement at any time by adopting a shareholder resolution before a notary, appointing a new Managing Director (Geschäftsführer). There is no minimum commitment period of 12 months. Termination becomes effective upon registration of the new Geschäftsführer with the Commercial Register (Handelsregister).

2. Termination by Geschäftsführer:
The appointed Geschäftsführer also reserves the right to terminate this service agreement by providing a written notice of one (1) month to the shareholders. This termination may be issued at any time and for any reason, allowing sufficient time for shareholders to appoint a successor.

3. Legal Responsibilities under German Law:
As per Section 15a of the German Insolvency Code (InsO), the Geschäftsführer is personally obligated to file for insolvency without undue delay - no later than three weeks, if the company becomes insolvent or over-indebted and the shareholders are unable or unwilling to fulfill financial obligations. Failure to comply with this requirement may result in personal liability and criminal consequences for the Geschäftsführer. Therefore, continuous communication and financial transparency from the shareholders is essential.