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The LLC formation first Ltd. Foundation: Overview of the steps of establishing an LLC
The
GmbH
arises only upon the registration in the Commercial Register. Prior to the entry in the register of
GmbH
are several steps: clarifying the admissibility of the company GmbH
and possible authorization of the subject of future society (for example, after the Industrial Code, Trade Licensing Act) by a confirmation of the local Chamber of Commerce. Notarize the decision of one or more founders establishing the
GmbH by a German notary. The resolution contains, among other things, the exact Description of the founding sgesellschafter the GmbH, the company of GmbH and the amount of the share capital of the Company, the acquisition of capital contributions by the founding
    sgesellschafter the GmbH, the shape of the deposit money (cash and / or in kind) and the appointment of the first managing director (s). The statutes of the GmbH is attached as an annex to the decision (to the competent tax authorities according to § 54 EStDV for corporations by the notary a simple copy of the document sent. The tax office then asks from the questionnaire corporation GU / 2 more information). The Share capital of a GmbH must be at least EUR 25,000.00. The capital contribution of each shareholder of the GmbH must be at least 100.00 € and be divisible by fifty. The Statute of the GmbH is typically addressed, among other things, the amount to which the limited liability company, the founding
  1. skosten (see 2 below) with itself. Without this scheme, the start-up costs must be borne entirely by the founders. Notarization of the application the company is incorporated in the commercial register by the Manager by a German notary. The application will be as attachments a notarized copy of the instrument creating (see above a), the / the document (s) on the actual deposit money (see below g), a list of members and the Constitution for the business of the company if necessary public approvals.
    2. seeking the business of the Company for any required public approvals (eg, permits under the Trade Licensing Act) by the limited liability company in formation.
  2. opening a bank account to the LLC in establishing the submission of a notarized copy of the construction certificate (see above a) by the Manager of the GmbH in formation. performance of the deposits by the shareholders, eg cash by cash or bank transfer to the bank account of the GmbH in formation. obtaining confirmation of the deposit of the bank on the performance of cash, if they were paid by cash or transfer to a bank account of the GmbH in formation. submission of notarized registration application and its attachments (see c) with the trade register, as a rule. by the notary. In the latter case, the notary must first of / the document (s) on the actual performance deposits (see g) and are sent copies of any required public approvals (see d). opening balance sheet of the GmbH: establish the Manager and signed personally and by the founding shareholders formally establish (through the establishment of the subsequent annual financial results implied authorization of the underlying opening balance is waived so in practice, usually on a formal declaration of the opening balance sheet). As the opening balance sheet date at the earliest, the date of notarization of the formation of the GmbH and no later than the date of receipt of contribution will be selected. examining the documents submitted by the registration court, possibly with the involvement of the IHK. registration of the GmbH and of the Manager in the commercial register.
    3. publication of registration, usually. in the Süddeutsche Zeitung and in the Federal Gazette.
    4. Notification by the registration court of registration to the notary and to the Company.
    5. business registration by the executive director of the municipality of the registered office of the GmbH
  6. The special features of contribution in a limited up-see below point 3.b.
  7. The period between the above steps a) and k) is in the best case for a week (5 working days), often two to three weeks, and in exceptional cases (eg in obtaining approvals by public law) more Months. According to § 25 para 1 sentence 2 and 3 of the Trade Registry Regulation (HRV) for the registering court the duty, within one month of receipt of the documents is the company to write or respond to entry barriers (eg lack of public approval) in the form of interim decisions.
  8. In comparison, when acquiring a stock GmbH a limited liability company after the completion of associated paperwork and money transfers generally after 2 to 3 days available (subject before the recording of sales transactions that may be required by public law permits or amendments to the statutes as usually to be carried out as the name change). Our attorneys regularly attend
  9. limited companies and can afford because of the routine thus gained a valuable contribution to the friction-free and quick execution of a limited liability company's founding.
    11. second Costs of establishing an LLC
  12. At the foundation of a GmbH are costs for the notary to register the court, the bank holding the account and publications. Moreover if the consulting fee a lawyer
  13. s or
    14. Accountants
  14. that depends the amount of demand for advice on a case by case. The cost of company registration amount to 100.00 euros, and for publications € 240.00. The company may be
only by the notarization of the social contract (constitution) was established effective: For notary fees, the following applies. It takes the notary not only the authentication in the strict sense. He advises - without extra compensation - which also involved with the incorporation of all related legal issues and drafts the social contract. Normally, the appointment of a manager by resolution of the shareholders as part of the foundation is mitbeurkundet. For the registration of the company in the commercial register the application with the competent court of registry related certified form shall be submitted, the draft of the notary to it and includes both the insurance of the manager (§ 8 paragraph 3 GmbHG) and the instruction according to § 51 para 2 BZRG.
there is a caring and remunerated activity in addition to the notary, when he included in the notifications list of the shareholders (§ 8 para 1, No. 3 GmbHG) manufactures.
The above operations calculated the notary at a one-man-up and a capital of 25,000 euros in charges totaling approximately € 380.00 plus 19% VAT
third Performance of the contributions of the shareholders
A limited liability company may, under German company law be set up by contribution in cash, in kind or by establishing mixed Bar-/Sachgründung. Only after the cash contribution and / or in kind in the finally free of the Manager (s) is and this has been proven to the Court of Registration, the Company may be listed in the Register.
3.1. Power of a cash contribution A cash contribution can with a face value in bar are made with domestic cash and proven (unusual) or by cash deposit or bank transfer (St Flore, Ltd.-StB 203, p. 230, 233 is here, of property, creation - probably contrary to established case law See OLG Hamm v. 12.03.1990, 8 U 172/89, GmbHR 1990, p. 559 and OLG Dusseldorf v. 04.08.1994, 16 W 15/94, GmbHR 1995, p. 122). to a bank account of the GmbH in formation (as usual). In the latter case, proof of deposit will be performed to the register court with an affirmation of the bank holding the account (see above at paragraph 1 g).
The account will be opened only after the notary deed for the establishment of the GmbH and the notarization of the company registration application by the directors of the company being founded by submitting a notarized copy of the instrument creating the Bank. Opening a bank account for the GmbH and the payment of cash contributions to this Account before the certification of establishing the GmbH does not lead to an effective payment to the GmbH in formation, but is a power to a so-called Vorgründungsgesellschaft dar. is however considered that the resulting refusal by the national legal transfer of the bank account to the LLC in establishing can be cured after the notary date on the establishment of a GmbH in formation.
It must be demonstrated that at least 25% paid on any cash deposit and pays all contributions and the total amount of paid-in cash plus the total amount of capital contributions to pay for the kind are, at least 50% of the minimum registered capital, ie at least € 12500.00 achieved. If the company is built by one person, make the application take place until at least the above-described payments and all contributions are made and of the Company, for the rest of the money ordered a security deposit. In the notification to the commercial register the existence of the security is insured.
3.2. Performance of a kind
The deposit requirement in the context of a limited-founding, in accordance with applicable corporate law in addition to a monetary payment be directed to the transfer of assets and other property rights (in kind). As kind as may be:
property (movable or immovable tangible property);
rights (intellectual property, especially patents and membership rights); claims;
material defects and aggregates (customer base, know-how and goodwill).
are to be paid in kind, so must the nature of the in and the amount of capital contribution, to which the contribution in kind to be adopted in the social contract. The shareholders in a tangible foundation for the report to explain the adequacy of benefits in kind for material circumstances and the transfer of an undertaking to the Company of the Year Results indicate the two financial years. The underlying agreement (Contribution Agreement) and the tangible value creation report and supporting documents be attached to the company registration application as attachments.
A set up for the opening balance sheet date of a contribution in kind has the same time as a takeover stock. In this case, it is desirable to supplement the opening balance sheet by a law does not explicitly stipulated in Annex to document the accounting and valuation methods.
3.3 Liability consequences of faulty performance deposits or bias in the assets
    3.3.1 Liability
  2. The partners are liable in proportion to their capital contributions equal to the difference between the value of its assets at the time of company registration of the Company and a higher amount of capital stock (of capital on the balance sheet date). A reduction in value or load of the share capital by founding-related fees and taxes is harmless, unless the articles of association a clause on the restricted amount (eg, 2500.00 € for a 25,000.00 Euro-GmbH) assumption of the founding effort by the Company contains. Certain kinds of costs need not be named.
  3. This does not mean that the cash contribution or in kind, moreover, be preserved physically to the company's registration in the Commercial Register. The Manager (s) shall be free, before the registration of the GmbH by means of the GmbH are to transact business in formation. Should the results of these activities, a negative balance loss, however, enters the aforementioned episode liability if the value of its assets falls below the amount of registered capital.
  4. If a relevant after depreciation from the time the filing of the Company created the commercial register and is quantifiable, it must be received at this time by a cash benefit to the GmbH in formation be compensated, and the lack of compensation is a ground for refusal.
3.3.2 Liability in setting up an LLC
liable addition to shareholders and are personally liable for those governing the GmbH company law rules, the manager for at the time of company registration This reduction of the value of its assets among the amount of registered capital, if such a loss in value resulting from transactions that have completed the Manager itself or in which he / she has accepted, or at least influenced or. Depreciation due to start-up costs are under the aforementioned Harmless conditions here.
4th Business registration and business license
§ 8 paragraph 1 No. 6 GmbHG requires that a limited company, which operates a business object that requires state approval, may be registered only after the concession, or a corresponding preliminary decision in the Register . This conditional license is a competitive disadvantage relative to sole proprietorships and partnerships, since the latter dese restriction does not apply (§ 7 HGB).
Circumvention of the concession title in that time being a license-free corporate objective is forged, is not recommended, as the ICC and, if necessary the Chamber of Trade will determine the true object and a Nachbeurkundung by the notary is required.
5th Tax obligations
The managers are committed to establishing both the GmbH to the competent tax office for corporations and the municipality of the registered office of the GmbH within one month after the founding of view (§ 137 AO).
The gain is subject to a limited principle of corporation tax, trade tax and solidarity surcharge. Other important taxes are particularly value-added and payroll taxes (the latter is liable GmbH as employer).
The resulting tax Duties of the GmbH (including accounting, distribution of electronic pre-registration, tax returns, timely payment of taxes) must be met to / from the manager (s).
6th Current fees for review and Chamber of Commerce is
year after founding the financial statements of the GmbH GmbH recorded in the court - Register - submitted. The state court cashier charged for 20.00 euros each.
The Chamber of Commerce Post a 25,000.00 Euro-GmbH in Munich is currently € 150.00 per annum
7th Information on business letters
The business letters of the LLC must (eg in the Footer first page) include the following (§ 35a GmbHG): legal form and registered office, court of registration of the registered office and the number under which the Company is registered in the Commercial Register, as well as all the managers and, when the company formed a supervisory board and this has a chairman, the Chairman of the Supervisory Board with the family name and at least one full given name. Is information about the capital of the Company made, they must in any case the capital stock and, if not all are paid in cash to be contributed, the total amount of outstanding deposits are given.
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