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Examples of Designing Corporate Groups

Firmengruendung.de 0 4418

The following examples are intended to demonstrate some practical possibilities and thus provide inspiration for finding individual solutions. They do not replace individual consultation on legal and tax issues. We are available for individual legal advice.

Please also note that abusive behavior in business transactions can lead to personal liability. A good example of this is a judgment from Hamburg. In this case, an entrepreneur founded two companies. One handled all the income and the other all the liabilities. This was intended to disadvantage creditors. Rightly so, this led to a claim against the personal assets of the entrepreneur. .... read more  

Introduction to Corporate Groups

Firmengruendung.de 0 3936

Building a corporate group (English: Group) means distributing business risks and/or profit centers across various (subsidiary) companies. It also allows for a clear separation of business units. One of the classic models is certainly the division of the company into holding and operating companies. In addition to the marketing benefits of a corporate group, this setup can reduce risks, increase discretion, and optimally manage market appearances.  

It is no coincidence that larger companies have always utilized the possibilities of forming groups or holdings. 

However, for small businesses, the formation of a corporate group with German companies, while highly recommended on a case-by-case basis, has often been too cumbersome.  

Here, the UG (or possibly the Limited) can play to its strengths: For manageable incorporation costs, almost any conceivable configuration can be quickly and cost-effectively established. 

Introduction Ltd & Co KG

Firmengruendung.de 0 4473

A KG (Kommanditgesellschaft) is a type of partnership in Germany where at least one partner (the general partner) is fully liable with their personal assets, while at least one other partner (the limited partner) is liable only up to the amount of their capital contribution.  

It is common practice to appoint a corporation as the general partner. This could be a GmbH, AG, or even a Limited company. This arrangement prevents the entrepreneurs' private assets from being liable. At the same time, the advantages of a partnership are preserved (more on this below). By using a Limited company as the fully liable general partner, the required minimum capital contribution for a new project can also be significantly limited.  

An entrepreneur can offset their profits from a Kommanditgesellschaft, for example, with losses from other business activities (such as from another Ltd. & Co KG or from rental and leasing).... read more  

Basics of the LTD Structure

Firmengruendung.de 0 8491

The structure of a Limited company is similar to a mix between a German GmbH and a small public company. The capital stock is divided into shares among the shareholders. These shareholders own the company. Shares can be issued, sold, or transferred at any time. 

The company's business is managed by the Director. Naturally, more than one director can be appointed. 

Important tasks of the Director: 
The Director is responsible for managing the company's affairs and for the timely submission of the following documents: 

Accounting (Accounts) 
Tax declaration 
Annual report (Annual Return) 
Financial statements and balance sheet 

Important tasks of the Company Secretary: 

Maintenance of corporate registers 
Invitations to general and shareholder meetings 

Advantages of the LTD

Firmengruendung.de 0 4006
  • Exclusion of personal liability 
  • Minimum liability capital of €1,500 instead of €25,000 as in a GmbH 
  • Significantly lower other formation costs than a GmbH (no notary required) 
  • Operational within a few days 
  • Simple and cost-effective design of corporate groups and holding structures 
  • World's most renowned corporate form  
  • Free choice of name as in a GmbH 
  • Simple restructuring and dissolution 
  • Easy capital raising through the issuance of shares and the perpetual possibility of capital increase 

 

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