Is a limited liability company registered
Necessary for establishment: notary, commercial register entry, business registration
When establishing a GmbH, the partners draw up a articles of association that must contain the following points: the registered office and company name of the company, the company's business area, the amount of the capital contribution and the share of the capital investment per partner. It is advisable to issue rules of procedure when the company is founded and to appoint the managing directors.
The articles of association, which should be adapted to the needs of the founders with legal help, if necessary, must be notarized. Entry in the commercial register is also necessary. The notary arranges for this by sending the notarized articles of association and other documents to the competent local court.
In the phase between notarial certification of the articles of association and entry in the commercial register, the GmbH in formation (GmbH i. Gr.) Is not yet fully legal and the founders are liable if they do business with their personal assets.
After the entry in the commercial register, the tax office approaches the founders of its own accord and requests the documents for the tax registration of the GmbH. This also includes the business registration, because the GmbH is basically a business enterprise. The newly founded GmbH must also be registered as a member of the Chamber of Industry and Commerce (IHK) or the Chamber of Crafts (HWK).
Minimum capital and start-up costs
At least half of the share capital of 25,000 euros must be provided if the GmbH is entered in the commercial register. It can either be paid into the GmbH account as a cash contribution or as a contribution in kind. Contributions in kind can be machines, vehicles or land, for example. The ownership structure of the GmbH results from the contributions made by the respective shareholders.
The establishment costs of a GmbH depend on how much the articles of association deviate from the model contracts, what value the company has and how many shareholders are involved in the GmbH.
Therefore, the costs for setting up a business with a GmbH can vary between several hundred and over 1,000 euros. There are costs for the following points: advice from a lawyer, certification of the articles of association by a notary, entry in the commercial register, preparation of an opening balance sheet and fees for membership in the IHK / HWK.
The more special adjustments are necessary in a articles of association, e.g. with the participation of outside investors, the more extensive the start-up costs are. Because then partnership agreements have to be drawn up with the help of a lawyer.
In order to keep costs low, since 2008 the legislator has made the uncomplicated standard establishment of a GmbH possible with a sample protocol. Founders can use this if the GmbH should have a maximum of three shareholders and one managing director.
Internal organization of the GmbH: shareholders and managing directors
The shareholders of the GmbH are the owners who bring the share capital into the company. Depending on the share of the capital, you have voting rights in the shareholders' meeting, which is the highest body of the GmbH and makes fundamental decisions for the GmbH. The shareholders' meeting appoints a managing director who represents the GmbH externally and who runs the business.
A special form of the GmbH is the one-person GmbH, in which the shareholder is often the managing director at the same time. The same provisions apply to the one-person GmbH as to the GmbH in general.
From a size of 500 employees, the GmbH must set up a supervisory board that monitors the activities of the management. For founders, the topic of the supervisory board is therefore irrelevant in the vast majority of cases.
Liability limited to company assets
The GmbH is only liable with the company's assets, which is one of its greatest advantages for founders compared to other legal forms. The personal assets of the shareholders remain untouched in an emergency. An exception applies in the start-up phase as long as the GmbH is not yet entered in the commercial register. Founders who are already doing business in this phase are also liable with their personal assets. Those who wait for the entry at the local court are on the safe side here.
Under certain circumstances, managing directors are also liable with their private assets. That is, if you do not properly perform your duties or if you abuse your powers. Managing directors who know their own rights and obligations well and document their own work well minimizes the risk of liability with private assets.
These taxes are incurred in the GmbH
The GmbH is obliged to pay the following taxes and duties: corporation tax, trade tax and solidarity surcharge. The GmbH pays sales tax for deliveries and services that it uses. Depending on the type of delivery or service, this is 19 or 7 percent. Wage tax is due for employees in the GmbH.
The salary of managing directors and the profit shares of shareholders must be stated in the income tax return of the respective person. The profit distributions to shareholders are subject to capital gains tax.
Double bookkeeping and balance sheet necessary
The bookkeeping of the GmbH is quite complex compared to the civil law company (GbR) and sole proprietorship, because the GmbH is obliged to double bookkeeping and to draw up an annual balance sheet.
Name of the GmbH
Since the GmbH falls under commercial law, it conducts its business under one company. This name is entered in the commercial register and under it the GmbH appears in business dealings. Founders have the choice between a naming company such as Grete Behringer GmbH, a fantasy company such as Blue Sky GmbH or a specialty company such as Italienische Feinkost GmbH.
Combinations of the different types of names are also possible, but the addition GmbH must be included and confusion with other companies must be excluded.
What is the legal form GmbH suitable for?
The GmbH is a typical legal form for small and medium-sized companies and for those that are geared towards growth in the medium term. This can affect, among other things, sole proprietorships or GbRs who want to expand. Under certain circumstances, freelancers can also set up a GmbH, which is particularly suitable for freelancers with high liability risks. However, certain liberal professions are fundamentally excluded from establishing a GmbH under professional law.
Advantages of a GmbH
A GmbH is a separate legal entity, that is, not the shareholders, but the GmbH is sued in court in case of doubt and sued by creditors. It is only liable with the share capital, not with the private assets of the partners. In addition, in contrast to the GbR or the sole proprietorship, personnel changes are easier because the GmbH is not so dependent on individual people in its construction.
It is the one with the lowest formation costs among the corporations. In the case of a stock corporation, for example, start-up costs and expenses are greater.
Disadvantages of a GmbH
Compared to the sole proprietorship and the GbR, the financial and bureaucratic founding requirements for the GmbH are quite high. In addition, the bookkeeping is more complex than in a sole proprietorship and a GbR due to the obligation to double bookkeeping and to prepare an annual balance sheet. As an alternative, founders who cannot raise the share capital of 25,000 euros often choose the cheaper sub-form of the GmbH, the entrepreneurial company (UG).
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