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Foundation of a GmbH

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Foundation of a GmbH

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The foundation of a GmbH isn´t as easy as one might think. It is a time-consuming and formal procedure and without any professional assistance, it may be difficult for foreign companies to handle this procedure on their own.

The foundation of a GmbH can be divided into three parts:

1. Memorandum of association

The first step to found a GmbH is to issue a memorandum of association (article of association). At this stage it is possible to trade as a company but it must be noted, that during this period all shareholders are liable with their own assets because legally the GmbH does not yet exist.

There are numerous obligatory clauses and different strategic options concerning the preparation of the memorandum of association. Therefore, solid advice and internal coordination is very important.

2. Notarization

The next step should be to notarize the certification of the article of association at the notary. Additional steps are the payment of the registered capital as well as the appointment of the executive bodies.

3. Commercial register

The GmbH only comes into existence upon entry in the commercial register and the liability is then limited to the corporate assets.

In summary, the following points must be clarified in advance:

  • Determination of share capital
  • Execution of an article of association
  • Appointment at the notary
  • Opening of a bank account
  • Registration of the GmbH at the local authority
  • Registration of the GmbH with the commercial register
  • Preparation of an opening balance sheet

If you need individual advice, please send your enquiry to office@german-tax-consultants.com or call +49(0) 941 58 61 30. We are looking forward to hearing from you!

WW+KN can assist you with the following services:

  • Coordination of GmbH foundation with the notary
  • Financial accounting and VAT returns
  • Payroll accounting
  • Tax registration
  • Financial statements and annual tax returns
  • Company address at our office and mailbox services

Article supplied by WW+KN Wagner Winkler & Collegen GmbH

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