Formation de Sociétés en Allemagne

 

Company structure in Germany

Legal basis  - Civil right

Legal framework  - Law on Limited Liability Companies, Commercial Code

Company form  - Private limited company (Gesellschaft mit beschränkter Haftung, GmbH) or UG

Responsibility  - The liability of shareholders is limited to the unpaid amount of their shareholdings.

Capital share capital - The minimum share capital of a German GmbH is 25,000 EUR. At least 12,500 EUR must be deposited when registering the company.

Shareholders - A GmbH can be formed by one or more shareholders, who can be residents or non-residents, natural or legal persons. The contact details of the shareholders are accessible to the public.

Administrators - There must be at least 1 director, who must be an individual, resident or non-resident, and may be the shareholder. Details of the directors are publicly available.

Secretary  - It is not necessary to appoint a secretary.

Registered address  - A company must have a registered office in Germany.

General assembly  - A GmbH is required to hold an annual general meeting, which may be in Germany or elsewhere.

Electronic signature  - authorized.

Re-domiciliation  - Incoming / outgoing redomiciliation is generally not allowed.

Conformity  - Companies in Germany must file annual tax returns for corporate income, trade and value added tax with the relevant tax authorities.

Companies in Germany must also file annual accounts with the German Federal Gazette (Bundesanzeiger). Audited financial statements are mandatory for large and medium enterprises.

 

Key figures of companies in Germany

Official nameFederal Republic of Germany

Proper nounBundesrepublik Deutschland (de)
ContinentEurope
SubcontinentEuropean Union
Population83,042,235 inhabitants (2019)
Population growth0.30 % / year
Area357,386 km²
Density232.36 inhabitants / km²
GDP3,996.759 billion $USD (2018)
GDP / capita48,196 $USD (2018)
GDP growth1.40 % / year (2018)
Life expectancy81.20 years (2018)
Birth-rate8.40 ‰ (2013)
Fertility rate1.59 children / woman (2016)
Mortality rate11.10 (2013)
Child mortality rate2.20 ‰ (2012)
Literacy rate100,00 % (2018)
Official languagesGerman
ChangeEuro (€ EUR)
HDI0,939 / 1 (2018)
IPE78,37 (2018)
Nature of StateFederal parliamentary constitutional republic
Head of statePresident Frank-Walter Steinmeier; Chancellor Angela Merkel
National HolidayOctober 3 (1990 reunification)
Codes ISODE, DEU
NiceGerman, German
Tourists37,452,000 people (2017)

 

Formation de Sociétés en Allemagne

The population is rising thanks to massive immigration

TheGermany is a federal state in central Europe, bordered by the North Sea, Denmark and the Baltic Sea to the north, Poland and the Czech Republic to the east, Austria and Switzerland to the south, and by France, the Luxembourg, Belgium and the Netherlands to the west. It occupies a strategic central position at the heart of Europe and the European Union. It is organized into "Länder", or federated states, of which there are 16.
First industrial power in Europe, and one of the most important in the world, Germany is a great exporting power. It owns flagship companies in many fields, including automotive and machine tools.

 

Formation de Sociétés en Allemagne

 

But this economic power does not protect it from certain “concerns” common to the richest countries in Europe: the low birth rate. The birth rate does not in fact make it possible to renew generations, because it is lower than the death rate. The country has long appealed to immigrants in an attempt to keep its predominant weight in Europe.
Its population is about 16 million inhabitants higher than its nearest neighbor, France, for the same number of young people under 25 years old. The number of births in 2015 was 737,630 in Germany (compared to around 800,000 in France). The death toll was 925,239 the same year (around 600,000 in France). The deficit is largely filled by immigration, very strong in recent years. 1.139 million people came to settle in the country in 2015, which allowed a positive growth of the total population, as in 2014 (+978,000 inhabitants in 2015, after +430,000 inhabitants in 2014). In 2016, the number of asylum seekers received in the territory fell sharply, from 890,000 in 2015 to 280,000 in 2016.

However, in the medium and long term, the aging of its inhabitants will cause Germany to see its population sharply decrease and probably stabilize at the same level as France by 2030 to 2035, then to be overtaken by it in the following years. . With the UK's robust population growth, the country may therefore move to third in the European Union by mid-century. Unless the very strong immigration of recent years continues, which seems very unlikely in the long term, the country having already started to drastically limit entries into its territory in 2016.
However, the country has just reached 83 million inhabitants for the first time in early 2019.

 

Corporate Taxation in Germany

Corporate tax rate (IS)

Global CIT rate (%)Corporate tax / solidarity surcharge: 15.825%;

Commercial tax: From 12.6% to 20.3%, depending on the location of the commercial establishment.

Corporate tax (IS) due dates

CIT return deadlineJuly 31 (if the taxpayer gives a mandate to a professional tax advisor, the deadline is extended until the end of February of the following year).
CIT final payment due dateAs stated on the assessment notice.
Estimated due dates for CIT paymentsQuarterly payments due on the tenth day of March, June, September and December.

Personal income tax rate (PPI)

Global PIT rate (%)45, plus supplements

Personal income tax (PIT) due dates

PIT return due dateJuly 31 of the year following the tax year.
IRP final payment due dateWithin one month from the date of issue of the final assessment.
PIT estimated due datesQuarterly payments are due March 10, June 10, September 10, and December 10.

Value added tax (VAT) rate

Standard VAT rate (%)19 (the standard rate is reduced to 16% for the period July 1, 2020 to December 31, 2020 in response to the COVID-19 pandemic)

Withholding tax rate (WHT)

WHT rate (%) (Div / Int / Roy)Resident: 25/25/0;

Typically, only interest paid by banks to a resident is subject to the WHT.

Non-resident: 25/0/15 or on request as reduced by EU directive / double taxation agreement / domestic law.

WHT is charged on interest on convertible or profit-sharing bonds and over-the-counter transactions.

Capital gains tax rate (CGT)

Corporate capital gains tax rate (%)Capital gains are subject to the normal corporate tax rate.
Tax rate for individual capital gains (%)25, plus solidarity supplement

Wealth / Equity Tax Rate

Global wealth / equity tax rate (%)N / A

Rate of inheritance and gift tax

Rate of inheritance tax (%)50
Gift tax rate (%)50
NA means Not Applicable (that is, the territory does not have the stated tax or requirement)
NP stands for Not Provided (i.e. information is not currently provided in this chart)