ESTABLISHMENT OF A VENTURE COMPANY AND LIMITED COMPANY IN GERMANY
Germany has been solidifying its commercial and economic successes in recent years with its export performance. The country, with its active international trade and advanced legal and democratic structures, continues to attract the attention of foreign investors. Turkish investors can also establish companies in Germany and conduct their commercial activities there to benefit from both the European Union's free trade rules and the free trade agreements the European Union has signed with other countries. This will allow companies to compete commercially with foreign companies through low customs duties and quota-free exports.
In this context, in this article, we would like to provide brief information about the establishment of the venture company (Unternehmensgesellschaft) and the limited liability company (Gesellschaft with beschränkte Haftung), which are considered mini-limited companies in Germany.
1- ENTREPRENEURSHIP COMPANY (Unternehmensgesellschaft)
a- Explanations on Company Structure
As previously mentioned, this type of company is also known as the mini-limited company. A practical advantage of the venture company is that it requires only €1 as a capital requirement. Therefore, individuals who want to establish a company but lack capital can utilize this company structure to establish a venture company. A capital of €25,000 is required to establish a limited liability company. However, this amount is stipulated as only €1 for the establishment of a venture company.
Regarding liability for the company's commercial activities, a venture company is no different from a limited liability company. In short, in a venture company, the partners are not held liable for the company's debts with their personal assets. Furthermore, there is no limit to the number of partners.
However, because this company structure is designed exclusively for small businesses, your company will be viewed as a small business rather than a corporate entity. There may be problems obtaining a bank loan on behalf of the company. Furthermore, because it is a company type designed for small businesses, your company's commercial reputation will be established accordingly.
b-Company Establishment Steps
Certification of the company's articles of association at any notary public in the location where the company will be established.
Opening a bank account in the company's name and depositing the capital into the account.
Entering the trade registry at the court of peace.
Registering the relevant company at the commercial institution.
Registering the company at the chamber of commerce and tax office, and completing the company's tax filing.
2- LIMITED COMPANY (Gesellschaft mit Beschränkte Haftung)
We have previously written a short article on establishing a limited liability company in Germany. The information provided in that article remains current.
The required capital for establishing a limited liability company (GmbH) is €25,000. This amount will be deposited into a bank account opened in the company's name after the company's articles are notarized. However, it should be noted that individuals must have a residence permit or business visa in Germany for company establishment.
For company establishment, the company representative only needs to appear at a German notary. Furthermore, to be able to carry out all transactions independently, the company representative will need a notarized power of attorney (from all partners) in German. Thus, the establishment process will be carried out through the company representative. When opening a bank account in the company's name, the process can take up to 4-5 weeks because the power of attorney is used. Of course, this varies among banks. Some banks can complete the process quickly.
Limited company partners, as in Turkey, are only liable up to the amount of their capital. Beyond this amount, partners are not liable with their personal assets for company debts.
Otherwise, the establishment stages outlined above for venture capital companies are the same for limited liability companies. In this regard, there are no differences between the procedures.
3-CONCLUSION
Ultimately, the establishment stages for both companies are identical. Investors need to decide which type of company is suitable for their targeted investment and through which company they wish to conduct their commercial activities. Based on this, the procedures for establishing the relevant company will begin.
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Attorney Anıl Coşkun, LL.M. (Mainz)
info@anil-coskun.com
www.anil-coskun.com
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