germany

Company Filing Requirements in Germany

Legal requirement to file annual accounts

German company reports are usually delivered within 48 hours and financial data if filed - see below.

Legal requirement to file annual accounts

All businesses register with local Chamber of Commerce & Industry. Only 15% of GmbH companies have lodged accounts to date despite new legislation introduced in 1988 (EEC directive) requiring all GmbHs to do so. AGs and GmbHs are obliged to file:

Balance Sheet
Profit & Loss Account
Notes (Anhang) - containing explanatory notes on specific items of the accounts
Report on the economic position
Report of the supervisory board on the financial statement

Filing exemptions

Partnerships

Partnerships not obliged to lodge accounts unless they meet at least two of the three following criteria:

balance sheet total in excess of €64m
turnover proceeds exceeding €128m
average number of employees exceeding 5000

Small limited companies (AG & GmbH)

A small company is one that meets two of the following criteria:

balance sheet total not exceeding €1.9m
turnover not exceeding €4m
average number of employees not exceeding 50.

German company registration and licensing procedures

Called "Satzung" for an AG, and "Gesellschaftvertrag" for GmbH, status must be drawn up in a notarized deed. The company's registration should be made with the Trade Register, at the Clerk's Office of the Magistrates' court where the company is located.

Branches must be registered with the Trade Register where the company is located. Registration has to be published in the "Bundesanzeiger" as well as in the legal advertisement journal. Different declarations must be made after registration and, notably with the tax Office (Finanzamt) and the Social Security.

Types of companies registered in Germany

Form	Number of partners/shareholders	Minimum and/or maximum capital	Liability	Release of financial documents
Gesellschaft put beschrankter Haftung (GmbH) is a Private Limited Company	Minimum 2 partners nb: 1 member for a single-member GmbH.	Minimum 25,000 € with release of at least 50% at the constitution.	Liability is limited to the amount contributed.	No
Aktiengesellschaft (AG) is a Public Limited Company.	Minimum 2 shareholders. nb: 1 shareholder for a single-member AG.	Minimum 50,000 € with release of 25% at the constitution.	Liability is limited to the amount contributed.	Yes
Offene Handelsgesellschaft (OHG) is a general partnership.	Partners can be individual or legal entities.	No minimum capital.	Partners' liability is joint and indefinite on the company's obligations and debts.	No
The Kommanditgesellschat (KG) is a limited partnership.	Two types of partners: active partners and sleeping partners.	No minimum capital.	Active partners' liability is personal and indefinite. Liability of sleeping partners is limited to the amount contributed.	No