Common types of companies include:
Limited liability company (Gesellschaft mit beschr? nkter haf tung-GmbH)，
Joint-stock companies, and
Aktien co., ltd.
In addition, there are some newer types of companies, such as:
European joint-stock company (Europ? Ische Gesellschaft or Societas europaea–se), and
Entrepreneur limited liability company (unternehmer Gesellschaft [haftungsbacher? nkt]–UG[haftungsbeschr？ nkt]).
In Germany, limited liability companies and joint-stock companies are the most common forms of companies, and Bailey will focus on them below.
Limited liability company (Gesellschaft mit beschr? Nkter Haftung ltd
In Germany, there is no restriction on the establishment or acquisition of limited liability companies by foreign parties, nor on the activities of limited liability companies. A limited liability company aims to operate as a closed company or a private limited company.
The minimum total share capital required by law is 25,000 euros, of which at least 65,438+02,500 euros must be paid when the company is established.
In contrast, the share capital of an entrepreneur limited liability company with similar structure can only be 1 euro. The shares of a limited liability company shall not be listed. The sale and/or transfer of shares shall be notarized. A limited liability company must set up two legal entities, namely the management and the shareholders' meeting. In addition, the company may set up an advisory committee or a board of supervisors.
Although the legal place of business of a limited liability company must be in Germany, the company can set up management institutions outside Germany.
A limited liability company shall be managed by one or more managers and directors. They are responsible for the daily business of the company and carry out legal acts on behalf of the company. The law does not limit the number of managing directors. Shareholders or people other than shareholders can hold management positions. Each managing director may be authorized to represent the company independently (with separate signature).
Only individuals with full legal capacity can serve as management directors, but these individuals do not need to be German citizens or have (permanent) residency in Germany. However, many statutory duties of the managing director will require the director to be located in Germany. The court will require foreign citizens appointed as management directors to perform the duties of management directors at any time, especially the duties of bookkeeping. Directors outside Germany may not be able to meet this requirement.
In terms of internal relations, management directors must abide by the restrictions contained in the articles of association, shareholders' resolutions, labor contracts or management directors' rules of procedure. The management directors of a limited liability company shall obey the instructions of the shareholders' meeting. Shareholders can temporarily issue instructions or bind the management by formulating rules of procedure. However, in any case, when implementing special transactions or taking special measures, the managing director needs to obtain the consent of the shareholders' meeting. If the managing director fails to comply with the internal restrictions, he is obliged to compensate the company for any losses suffered.
In view of the fact that shareholders can issue binding instructions to management directors, which will directly affect the management of limited liability companies, this legal form of limited liability companies is very suitable for subsidiaries of group companies and is the most popular German investment carrier for foreign investors.
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