After Brexit, the tax situation for the LTD should remain the same - amendment proposals from the coalition factions. Brexit Tax Accompanying Act Firmengruendung.de / Tuesday, February 19, 2019 0 2950 On 02/19/2019, long overdue regulations and clarifications regarding the Limited company in Germany were introduced in the form of amendments into the ongoing legislative process for the Brexit Tax Accompaniment Act. The corresponding implementation seems very likely. The Brexit Tax Accompaniment Act would (if the amendments are implemented as proposed) ensure that harsh tax consequences resulting from Brexit are mitigated. For example, it is proposed in the Corporate Income Tax Act to introduce a new § 12 paragraph 4. This would continuously attribute the business assets to the corporate tax entity Limited, clarifying that Brexit alone does not trigger the disclosure and taxation of hidden reserves. Furthermore, a clarification is proposed in the Real Estate Transfer Tax Act. According to this, the Brexit does not trigger real estate transfer tax either, if the Ltd owns real estate. Read more
Bearer shares Firmengruendung.de / Monday, January 10, 2011 0 4553 An interesting but still relatively unknown design variant of the English Limited in Germany is the configuration as a company with bearer shares. In this case, the Shareholder Register no longer lists any names. Outsiders cannot determine who the shareholders (i.e., owners) of the company are by looking at the English trade register. Accordingly, no names appear on the shares issued by the company either. They are in fact bearer instruments. Shareholder status is thus demonstrated solely by presentation of the shares. Transferring shares in a Limited does not require a notary. Conclusion: Bearer shares offer an interesting alternative for entrepreneurs who place a high value on discretion. Another advantage is that there is no need for trusts (and thus ongoing costs) to keep holdings anonymous. We are happy to establish your company with bearer shares, or convert existing structures to bearer shares. The cost and time involved are quite manageable. We would be pleased to explain the details of setting up a Limited with bearer shares to you. Read more
Purpose of the LTD and Opening of Branches Firmengruendung.de / Thursday, April 22, 2010 0 7011 The question often arises as to where the business purpose of the LTD is regulated. Before the Companies Act 2006 amendment in October 2009, the business purpose was noted in the memorandum of association. This is no longer the case. Rather, the Companies Act 2006 in Part 3, Chapter 4, Sec. 31 (1), states that the business purpose of the LTD is unlimited unless such a restriction is noted in the Articles of the company. A restriction could be implemented through a special resolution and notification to Companies House. The unrestricted nature of the business purpose also includes the right of the company to establish branches abroad. Legal text: CHAPTER 4 MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS Statement of company’s objects 31 Statement of company’s objects (1) Unless a company’s articles specifically restrict the objects of the company, its objects are unrestricted. Read more
Forming as Group and Holding Firmengruendung.de / Friday, February 29, 2008 0 4963 The designation "Group" can be used in a Limited's name if the company holds shares in at least two other companies. The designation "Holding" can be used in a Limited's name if it holds at least 51% of the shares in at least one other company. Read more
Examples of Designing Corporate Groups Firmengruendung.de / Friday, February 29, 2008 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 Read more