In this article, Att. Hülya Oruç and Att. Bedrettin Gürcan will mention Establishing a Branch in Germany. We summarize the required documents for opening a branch in Germany.
The decision of establishing a branch in Germany or setting up a new company must be made carefully after the detailed checking of the taxation and legal point. It is important to see the advantage and disadvantages of branch registration in Germany. The country of origin is also quite important to make this decision. Our professional team offers you tailor-made consultation to determine the best option for your business. Please get in touch with us.
To learn more details about Company Formation in Germany, please check our article.
Once the German branch of the parent company has been established, German Corporate Law requires that it is registered in the commercial register at the Local Court that is under the jurisdiction the branch office exists.
The registration is only declaratory and the branch comes into existence upon commencing its business activities. The application for registration of the branch has to include signatures of members of the Board of Directors with the power of representation of the parent company of the branch. The application must contain the following information:
INFORMATION REGARDING THE PARENT COMPANY:
- Details of the register (if there is any) in which the company is registered and its registration number;
- The legal form of the parent company;
- The parent company’s name and the place of its seat and business address;
- The amount of the parent company’s share capital and the division of the share capital, either into par value shares or non-par value shares; in the case of par value shares their nominal value and number of shares of each nominal value; furthermore, if more than one class of shares exists, the classes of shares and the number of shares of each class (ordinary and preference shares);
- Whether the shares are bearer or registered shares;
- The number of the members of the Board of Directors or the rules for determining such a number;
- The names, dates of birth, nationalities, and addresses of the current members of the Board of Directors and the Company Secretary as well as their powers of representation;
- The date of conclusion of the Memorandum and Articles of Association;
- The provisions of the Articles of Association or other relevant instruments regarding the form and place of official announcements by the company (if applicable); and
- The provisions in the Articles of Association concerning the composition of the Board of Directors (if applicable).
Gurcan Partners is a corporate member of:
INFORMATION REGARDING THE BRANCH:
- The address of the business premises of the branch;
- The name of the branch;
- The objects of the branch; and [In case requested:] The names of the persons who are empowered to represent the parent company as permanent representatives for activities of the branch, including an indication of their powers of attorney (sole or joint exempt from the restrictions of sec. 181 German Civil Code).
DOCUMENTS THAT HAVE TO BE ATTACHED TO THE APPLICATION TO THE COMMERCIAL REGISTER:
- Memorandum and Articles of Association of the parent company plus their certified translations into German.
- A notarial certification by [an English notary public] containing confirmation of the registration of the parent company in the [register], the objects, the amount and the division of its share capital and the names, dates of birth, private addresses and powers of representation (joint or sole) of its directors and Company Secretary.
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Please check Frequently Asked Questions about Company Formation in Germany.
There are ongoing registration requirements (e.g. any changes of the statutes, change of the members of the [Board of Directors], etc.) following the registration of the branch.
For for all official documents mentioned above the Local Court requires an Apostille or Legislation.
Establishing a Branch in Germany
Att. Bedrettin Gürcan I Partner
Vildan Özen LLB
All rights reserved. All rights of the Establishing a Branch in Germany article belong to Gurcan Partners International Law Firm. The author has no responsibility for the information in this article. This article is prepared just to inform.
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