According to the German legislation, foreign investors who want to open a company in Germany can choose from several legal options, depending on the preferences the investors have when referring to taxation and many other aspects. One of the ways in which a company can be set up here is through a subsidiary, which is a company subordinated to the parent company that can also be established in another country. However, the subsidiary has a set of rights and can take various decisions without receiving the approval of the parent company.
The main characteristics of subsidiaries in Germany
The creation of a subsidiary in Germany implies completing various steps, however, in order to know that the decision to expand a company under this business is the right one, we will present you below some of its main features. These are:
it will take the form of one of the legal entities acknowledged by the Germany Company Law;
it will operate as an independent business from the parent company and will have full power of decision over its actions;
it will be able to complete the same as well as other undertakings than the foreign company’s establishing it;
it will be allowed to own various assets, such as real estate property in Germany;
it will be subject to the German corporate taxation system and will be levied on its worldwide income;
it will be incorporated by following the requirements of the German commercial legislation.
Other aspects to consider when opening a subsidiary in Germany is that will need to have a legal address and a corporate bank account in this country.
If you want to open a company in Germany and need assistance with respect to the formalities that need to be fulfilled, our local agents can help you.
Business forms for setting up a German subsidiary
The Company Law in Germany is quite complex, and it allows for many business forms to be employed for starting a company. Some of these can be used for the establishment of a subsidiary. Among these, we mention the private and public limited liability companies, but the partnership limited by shares can also take the form of a subsidiary. However, the most employed type of structure remains the private limited liability company thanks to the simpler company incorporation requirements.
The main aspect to consider when choosing the entity under which the subsidiary will operate is the share capital. The following aspects need to be taken into account:
- the minimum share capital to start a private limited liability company is 25,000 euros;
- the minimum amount required for a joint stock company is 50,000 euros;
- the same 50,000 euros are required for the registration of a partnership limited by shares.
In the case of a limited liability company, at least half of the amount must be deposited at the time of company incorporation. Despite the amounts of money mentioned here, it is important to note that the parent company will decide and deposit de share capital based on the activities to be undertaken in Germany.
Our consultants in Germany can advise on the features of each business form available for the creation of subsidiary companies.
Our agents describe the incorporation of a subsidiary in the following video:
Entrepreneurs who want to set up a company here can operate through a subsidiary, which is a type of establishment that allows a more independent management than in the case of the branch office.
Below you can see the main particularities of a subsidiary in Germany.
A subsidiary is established under a legal entity provided by the German legislation (usually, the limited liability company is preferred by both local and foreign businessmen) by drafting the statutory documents of the company - the memorandum and the article of association.
A German subsidiary is registered following the procedures established for any other type of legal entity.
This type of business representation must be registered with the German Commercial Register, where the investor should provide the following:
•the statutory documents of the company;
•the minimum share capital (set out in accordance with the legal entity chosen by the investor);
• a declaration of the parent company in which it states the decision to incorporate a subsidiary in Germany.
The subsidiary is a versatile business form as it can be used for various purposes. In most situations, foreign companies set up subsidiaries in Germany with the purpose of completing various commercial activities tailored to the local market. Compared to the branch office, the subsidiary can complete other additional activities than its parent company’s and can better adjust to German consumers’ requests and tastes.
Then, the subsidiary can be used by a holding company with the purpose of managing its assets and protecting various rights, such as intellectual property rights. From this point of view, the German subsidiary is a valuable asset because of the tax benefits it brings to the parent company.
The subsidiary can also be used as a trading company and complete various import-export activities. For this purpose, the subsidiary will need to obtain its own EORI number in Germany.
Another useful information is that the subsidiary can trade under a different name from the parent company. For this purpose, the parent company will need to reserve a unique name with the Trade Registrar in Germany.
The subsidiary will also apply for its own VAT number with the tax office in the city it is registered in.
Our company formation specialists in Germany can offer detailed information on all the formalities that need to be completed when opening a subsidiary.
Taxation of a German subsidiary
It is important to know that the foreign subsidiary will fall under the rules and regulations imposed for any other type of company operating on the local market, which means that the company will have to register for the following taxes:
Incentives for starting a business in Germany
Foreign citizens and companies are invited to open companies in Germany, respectively to expand their activities through branches and subsidiaries and benefit from the incentives offered by the Trade and Investment Agency. Among these, there is the Cash Incentives Scheme under which:
- small enterprises can obtain subsidies for investing in various projects of maximum 40% of the cost of the project;
- medium-sized companies can benefit from subsidies of maximum 30% of the eligible costs of a project;
- large companies can also obtain subsidies of maximum 20% if the investment is made in regions bordering with Poland;
- for large companies the maximum subsidy reaches 200,000 euros depending on the area of investment.
Marco Rössel is a Partner at Liesegang & Partner and an experienced Attorney at Law. He is specialized in commercial and corporate law and can help you open your company in Germany as fast as possible.
Call us now at +49 69 71 67 2 67 0to set up an appointment with our company formation experts in Germany. Alternatively you can incorporate your company without traveling to Germany.
As our client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Germany.