Company formation and registration in Germany for foreign investors in 2025.

1. Choosing the Right Legal Structure:

• Gesellschaft mit beschränkter Haftung (GmbH):
  • The most common form for small to medium-sized businesses.  
  • Requires a minimum share capital of €25,000 (at least €12,500 must be paid in at the time of registration).  
  • Offers limited liability to shareholders.  
  • Relatively flexible structure.
• Aktiengesellschaft (AG):
  • Suitable for larger companies and those seeking public investment.  
  • Requires a minimum share capital of €50,000.  
  • More complex structure with stricter regulations.
• Zweigniederlassung (Branch Office):
  • An extension of a foreign company.  
  • The foreign company remains liable for the branch's obligations.  
  • Simpler to establish than a subsidiary.  
• Offene Handelsgesellschaft (OHG) / Kommanditgesellschaft (KG):
  • Partnerships with varying degrees of liability.
  • Less common for foreign investors establishing subsidiaries.

2. Key Steps in Company Formation:

• Drafting the Articles of Association (Gesellschaftsvertrag):
  • This document outlines the company's purpose, share capital, management structure, and other key details.  
  • Must be notarized.
• Opening a Business Bank Account:
  • Deposit the share capital into a blocked bank account.
  • Obtain a bank confirmation.
  • Notarization of the Articles of Association and Registration Documents:
  • A German notary must authenticate the articles of association and other registration documents.  
• Registration with the Commercial Register (Handelsregister):
  • File the necessary documents with the local commercial register at the district court (Amtsgericht).  
• Registration with the Trade Office (Gewerbeamt):
  • Register the business activity with the local trade office.  
• Registration with the Tax Office (Finanzamt):
  • Obtain a tax identification number (Steuernummer) and register for corporate income tax, VAT, and other applicable taxes.
• Registration with the Social Security Authorities:
  • Register employees with the social security authorities.  

3. Key Considerations for Foreign Investors:

• Language:
  • German is the official language, and all official documents must be in German.  
  • Consider hiring a certified translator.
  • Legal and Tax Advice:
    • Seek professional legal and tax advice from experts in Germany.
    • This will ensure compliance and prevent potential issues.
  • Notarization:
    • The notarization process is crucial and requires the presence of a German notary.
  • Administrative Procedures:
    • Be prepared for German administrative procedures, which can be thorough.
  • Bank Account:
    • Opening a business bank account can be time consuming, so prepare all company documents.
    • Up to date information:
    • Ensure that you are using the most up to date information from the governing offices.
  
  
  By following these steps and seeking professional advice, foreign investors can successfully establish a company in Germany.