1. What types of company can be formed in Germany?

The following are recognised as legal forms of company in Germany:

  • Partnership agreement under German civil code / Gesellschaft bürgerlichen Rechts (GbR)
  • General partnership:
    • …only for trade business / offene Handelsgesellschaft (OHG)
    • …only for specific professional groups (such as lawyers, architects, physicians, engineers) with or without limited liability / Partnerschaftsgesellschaft (PartG)
  • Limited partnership / Kommanditgesellschaft (KG)
  • Limited liability company / Unternehmergesellschaft [haftungsbeschränkt] (UG)
  • Limited liability company / Gesellschaft mit beschränkter Haftung (GmbH)
  • Public limited company / Aktiengesellschaft (AG)

2. What is the minimum share capital for each company type in Germany?

  • Partnership agreement under German civil code (GbR): no capital requirements
  • General partnership (OHG and PartG): no capital requirements
  • Limited partnership (KG): no capital requirements
  • Limited liability company (UG): 1.00 EUR
  • Limited liability company (GmbH): 25,000.00 EUR
  • Public limited company (AG): 50,000.00 EUR

3. Are there any requirements relating to company management in Germany?

In general, no special qualifications are necessary. However:

  1. The management of a public limited company (AG) must include a minimum of two directors in cases where capital stock value is more than three million EUR.
  2. The director(s) of a public or limited liability company (AG/GmbH/UG) must not have a criminal record in relation to certain criminal acts (such as fraud, falsification of a balance sheet or fraudulent bankruptcy).

4. What documents are required for company formation in Germany?

To form a company the following documents must be issued:

  • Articles of Incorporation
  • Articles of Association
  • Shareholders’ Register

These documents must include the following information:

  • company name
  • company founder
  • date of incorporation
  • company address
  • company objective
  • share capital
  • fiscal year

5. What is the company registration process in Germany?

Registration is not required for partnerships agreed under German civil code (GbR).

For general partnerships (OHG) and limited partnerships (KG), a certificate of a public notary is required for registration with the trade register.

For public and limited liability companies (AG/GmbH/UG), a founding act and shareholder agreement is required in the form of a notarial deed – the notary must send this to the trade register once the share capital has been paid.

6. Are details of company ownership public in Germany?

The following company types are registered and therefore publicly disclosed:

  • General partnership (OHG/PartG)
  • Limited partnership (KG)
  • Limited liability company (UG/GmbH)
  • Public limited company (AG)

The ownership of shares shall be filed in the trade register and will be publicly disclosed.

This does not apply to a partnership agreement under German civil code (GbR), because it is not registered.

7. Can a foreign individual or company own shares in a German company?

Foreign persons and companies can own shares in a German company as long as the requirements of the Anti-Money Laundering Act are met.

8. What is the corporate tax rate in Germany?

The corporate tax rate in Germany is 15%.

9. What are the rules for issuing dividends from German companies?

A company can issue dividends to shareholders from any free equity after filing the first annual statement of the company.

Bond equity will be the share capital and capital provided with issuing new shares in the company to premium rate.