FOUNDING A GMBH
The limited liability company (GmbH) is a legal person under civil law. A legal person has its own legal personality. This means that it can itself bear rights and obligations. A legal person acts through its representatives. The GmbH is represented by its managing director.
A GmbH can be founded by one or more people. To do this, a social contract (the company’s articles of association) must be submitted to the commercial register. A lawyer specializing in corporate law can show the founders’ various options. In addition to the name of the GmbH (company), the company headquarters and the subject of the company must be regulated in the articles of association. The share capital must be at least € 25,000.
The liability of the partners is limited by the payment of the GmbH contribution. This means that the shareholders do not have to be liable for the debts of the GmbH once they have made the contribution.
For tax purposes, the GmbH has an obligation to pay corporate tax. The tax rate is 15%. In addition, the tax of Solidaritätszuschlag (solidarity surcharge) of 5.5% of corporate income tax must be paid. Trade tax is also payable since the GmbH is a so-called form merchant in the sense of German commercial law and operates a trade.
By founding a GmbH, you have the following advantages:
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