Organs of a GmbH – management, control & resolution

A limited liability company can only function if all its bodies work together. This requires a high level of trust and an equally high level of reliability for the individual shareholders.

Managing Director – The Management Body

A GmbH has at least one managing director who, according to his employment, is characterised by a management authority in the internal relationship and a power of representation in the external relationship. This can be one of the GmbH shareholders – one then also speaks of shareholder managing directors – but does not have to be. The term of office is not limited in time.

Supervisory Board – The supervisory body + Labour Director

The composition of the supervisory board is prescribed in different legal sources depending on the number of employees of a company. A supervisory board consists of both members of the company – i.e. the shareholders – and employees, with all members of the supervisory board having the same rights and obligations.

If the company has fewer than 500 employees, the law does not require the establishment of a supervisory board. In this case, the GmbH may decide for itself whether or not a supervisory body appears to make sense for the company from a situational point of view.

One-Third Participation Act for more than 500 employees

If there are more than 500 employees, the One-Third Participation Act (DrittelbG) comes into play. This limits the supervisory board to a minimum of three and a maximum of 21 council members. The size of the supervisory board is directly related to the size of the company. As the name of the law suggests, one third of the supervisory board must be made up of employees, who are elected as employee representatives by the entire workforce in a ballot.

Montan Co-Determination Act for more than 1,000 employees (coal and steel industry)

Coal and steel companies with more than 1,000 employees are subject to the Coal and Steel Co-Determination Act (Montan-MitbestG). Companies that are active in mining and the iron and steel producing industry are considered to be part of the coal and steel industry. The supervisory board is formed on an equal footing between the employer side and the employee side. In addition, the so-called “neutral man” is appointed. As a rule, the supervisory board consists of eleven members – depending on the share capital, it can be expanded to 15 or 21 members if necessary. Furthermore, there is a requirement to appoint an equal member to the Board of Management as Director of Labor Relations. All members of the Supervisory Board are elected at the Company’s Annual General Meeting, taking into account the proposals made by the Works Council.

Co-determination Act for more than 2,000 employees

In the case of more than 2,000 employees, on the other hand, the German Co-Determination Act of 1976 (MitbestG) applies. Accordingly, the supervisory board is composed of equal numbers of employees and shareholders. The shareholders’ side provides the chairman of the supervisory board, who may make use of his double vote in the event of a stalemate. In addition, an equal member must be appointed to the management board to take the position of labor director. Depending on the size of the company, between twelve and 20 supervisory board members may be appointed according to the MitbestG. If the GmbH does not have more than 8,000 employees, the election takes place directly; in all other cases, the election is conducted by secret ballot and is subject to the principles of proportional representation.

Shareholders’ meeting – The decision-making body

A shareholders’ meeting is convened by registered letter from the managing director(s). During the meeting, the GmbH shareholders can discuss and vote on important matters of the company, which is why the shareholders’ meeting is also defined as a decision-making body. Each shareholder receives votes in proportion to his share in the company. Thereby, the shareholder is granted one vote per 50 Euros.

Establish a GmbH: Legal form and alternatives

1. Limited liability company (GmbH)
2. Special case: Real estate GmbH
3. Legal forms: List

Limited liability company (GmbH)

Limited Liability Company (Gesellschaft mit beschränkter Haftung, GmbH) – The limited liability company is a German legal form that is founded by at least one person and managed by at least one shareholder. As the name already indicates, this corporate legal form is characterized by a limitation of liability for its shareholder(s).

• Limited liability company (GmbH)

Special case: Real estate GmbH

Immobilien GmbH / Vermögensverwaltende GmbH / Immobiliengesellschaft – In this article you will learn the basics about real estate companies. Who would think of founding a limited liability company when buying a house or a condominium? Admittedly, this makes no sense for owner-occupation, but it does for renting.

• Real estate company

Here you will find all the legal forms that can be chosen as a founder in Germany and a guide with a checklist:

Legal forms: List

Legal forms – What types of company are there? If you want to start your first company, then choosing the ideal legal form is one of the first steps in the process of setting up a company. Whether it’s a special real estate company or a start-up, I’ve summarized all the types of companies in Germany for you here.

• Legal forms: List

Value added tax (VAT) – tax for delivery & service

Value added tax – VAT for short – is usually levied on all turnover generated by a company in Germany for VAT purposes. This includes all supplies and services – as well as occasional ancillary transactions – that the company provides against payment as part of its business activities. VAT amounts that a company has paid for supplies and services it has received and that can be substantiated can be claimed as input tax deductions and thus reduce the entrepreneur’s VAT burden.

From an economic point of view, the own turnover tax thus represents a general consumption tax, but in Germany it ultimately functions as a transfer tax and is ultimately charged to the end consumer. Because it is passed on, sales tax is typically classified as an indirect tax. Currently, the standard German VAT rate is 19 percent – 7 percent on reduced goods – and is one of the main sources of revenue for financing the federal budget.

Other taxes for businesses:

• Corporate income tax (KSt)
• Income tax (ESt)
• Capital gains tax (KapESt)
• Trade tax (GewSt)

If you want to learn more specifically about taxes for real estate companies, you can learn more here:

• Save taxes on real estate

Which companies are subject to VAT?

Most companies do not only carry out tax-exempt turnover and are therefore naturally burdened with turnover tax. Therefore, this type of tax is basically relevant for all common legal forms of companies, starting with sole proprietorships (EU) and BGB companies (GbR)… to the general partnerships (OHG) and limited partnerships (KG)… to the limited liability companies (GmbH) as well as the stock corporations (AG).

In common parlance, the term value added tax – VAT for short – is often used and is sometimes also indicated on invoices or receipts. The name comes from the understanding that a tax is levied in trade and production at several stages of the value chain, whereas VAT uses the turnover generated from a sale or in a similar way as the basis of assessment. In purely fiscal terms, however, the term value added tax is no longer used in Germany; instead, there is talk of a sales tax with input tax deduction.

Overview of company law forms

You can find more information about the different legal forms under the following links. Starting with the sole proprietorship and the registered traders… to the various partnerships and corporations… to other companies such as the family foundation – all the essential aspects of formation, liability, tax burden and more explained simply and understandably! First of all, an overview of the individual legal forms of companies:

• Sole proprietorship (EU)
  • Freelancer
  • Small business
  • Registered traders (e. K.)
• Silent partnerships
• BGB companies / civil law partnership (GbR)
• Partnerships
  • Limited partnership (KG)
  • General partnership (OHG)
  • Limited Liability Company and Company Limited Partnership(GmbH & Co KG)
  • Limited Liability Company and Compagnie General Partnership(GmbH & Co OHG)
• Corporations
  • Stock corporation (AG)
    • AG & Co KGaA
  • Partnership limited by shares (KGaA)
  • Limited liability company (GmbH)
    • GmbH & Co KGaA
  • Entrepreneurial company / UG (limited liability)
  • European Company / Societas Europaea (SE)
    • SE & Co KGaA
• Other companies
  • Foundations / Family Foundations
  • Insurances
  • Partnerships
  • Registered associations (e. V.)
  • Registered cooperatives (e. G.)

Taxes in Germany: List

Corporation tax (KSt), income tax (ESt), capital gains tax (KapESt), turnover tax (USt), trade tax (GewSt) – who pays what? In this overview of the different types of taxes / tax forms in Germany, you will find relevant taxes for you as an individual and for your business, depending on which legal form you have chosen. Also, after the tax list: How does the tax cycle work around month-end closing, year-end closing and balance sheet? A little insight for those starting their first company. What taxes are there? Simple explanations, definitions, tax optimization, an insight into taxes.

• Taxes: List

A cat as a pet – these breed differences exist

Who would like to have a cat as a pet, which should first be well informed, because not all cats are the same. With the four-legged friends there are many differences both from nature and from the appearance between the different breeds. Which breed suits you best, you will now learn!

Bengal – playful and very affectionate

The Bengal cat, which from the outside very much resembles the leopard, is medium to large for a cat, with a shoulder height of up to 40 cm and a weight between 4 and 8 kg. It is very slender, muscular and athletic, which is also reflected in its nature. A Bengal cat is not suitable for a pure apartment keeping. She needs enough exercise and occupation from her owner in the sense of small games and skill exercises. Besides its active lifestyle, the Bengal cat is very attached to its master and loves long cuddles and lots of body contact. If she is to be left alone for long periods of time, a playmate is a great option. The Bengal is perfect for families with children but also for singles or couples who live in a house with a garden.

Editor’s Rating:

• Family friendly 4.5 / 5.0
• Single and couple friendly 3.0 / 5.0

https://www.instagram.com/p/Bw__YB0pWa5/

Siamese cat – very sensitive and affectionate

The elegant animals belong to the medium-sized cat breeds and weigh on average 3-5 kg. Their appearance gives them a very special charm. The nature of the animals is generally very playful, but they are also very affectionate, sensitive and seek much physical contact. If they do not like something, they make this clear and also assert themselves in their opinion. Because of their close relationship to humans, the Siamese cat can also be used as a therapy animal for handicapped children. Due to their thin fur they are very intolerant to cold and do not like humid weather. The animals must be kept busy both indoors and outdoors and must be kept sufficiently occupied to act out their hunting instinct. Scratching trees, games and climbing possibilities are therefore very important for them. The cats are well suited for family life, as they are very people-oriented, but this breed is also a good option for singles and couples.

Editor’s Rating:

• Family friendly 4.5 / 5.0
• Single and couple friendly 4.5 / 5.0

https://www.instagram.com/p/Bv9U_VuJWbB/

Carthusian cat – the perfect family member

The Carthusian cats belong to the medium-sized cats and have an average weight of 4-7 kg. They are known for their calm nature and are therefore a popular family cat. They get along great with children, are very affectionate and cuddly. They also have no problem staying alone for a few hours a day. As kittens they are playful and like for example small balls as occupation. A scratching post should be present in every home of a Carthusian cat, because they love the overview they have from a high sitting position. What should also not be missing are several quiet places where the cat can retreat to. The Carthusian cat can easily be kept in an apartment, but in a house also likes to mark the garden as its territory. The breed is perfect for families with children but also good for singles or couples who would like to have a quieter pet.

Editor’s Rating:

• Family friendly 5.0 / 5.0
• Single and couple friendly 4.5 / 5.0

https://www.instagram.com/p/BQiTOtyFxNF/

Holy Birman cat – very calm and little stubbornness

The sacred Birman cat is a very special breed. They are medium-sized and weigh on average 3-6 kg. Their nature is very different from their peers. Unlike other cats, the Birman cats have little stubbornness and rather want to please their master. They are very trusting and in need of cuddling, but also enjoy playing with moving objects. They are very easy to train and very well behaved. They get along well with children and also with other animals, like dogs they have no problem. The breed is perfect for apartment keeping, however, she does not like to stay alone and is therefore happy to have a conspecific. As an outdoor cat, the Holy Birman is rather not suitable, because her trustfulness towards strangers can become dangerous for her. As a family cat the Holy Birman is perfectly suitable, but also for singles and couples who do not want to have a stubborn cat, this breed is perfect.

Editor’s Rating:

• Family friendly 4.5 / 5.0
• Single and couple friendly 5.0 / 5.0

https://www.instagram.com/p/BwCnq1cBZd9/

Sphynx cat – perfect for allergy sufferers

The Sphynx cat is probably one of the most affectionate cat breeds. They are very affectionate and like to find a person to fixate on. They do not like to be alone, as the cat is very sensitive. Sphynx cats are very intelligent and enjoy challenging toys. Due to the lack of fur, the cats are very sensitive to cold. Also draughts and air-conditioned rooms can quickly become dangerous for them. Design ideas: home design. Cats prefer the sun and warmth, which is why they should always have access to heated rooms. In the winter, a heat lamp helps the breed maintain body temperature. Since they do not have fur, they are perfect for allergy sufferers. As a family cat, the Sphynx is perfect but it is also a great option for singles or couples and especially for those with allergies.

Editor’s Rating:

• Family friendly 4.5 / 5.0
• Single and couple friendly 4.5 / 5.0

https://www.instagram.com/p/Bw99bZkn6hd/

Maine Coon cat – lots of outdoor space and great play opportunities

Maine Coon cats are relatively large, with a length (nose to tail) of about 1m and a weight of up to 9 kg. She is by nature very people-oriented, friendly and sociable. She is good with children and dogs and likes to play with them. In addition, she is a very good hunter and is still called “working cat” in the USA, i.e. mice and rat catcher. The breed is considered very lively and therefore needs a lot of space to live out the hunting instinct. The best place is a garden or a big flat, where there are enough climbing possibilities and diversions. A stable scratching post and a large litter box are absolutely necessary. Due to its semi-long coat it needs some help and more care, especially when changing its coat. She is well suited for families in a large house with a garden, as she is very playful but also trusting towards children.

Editor’s Rating:

• Family friendly 4.5 / 5.0
• Single and couple friendly 2.5 / 5.0

https://www.instagram.com/p/Bw-SJepFA75/

Siberian cat – she loves the water

The Siberian cat is a very social animal and is always happy to have company. The attitude with another cat is therefore highly recommended. Also with other animals, the cat gets along very well. To humans it is very friendly and playful, but also cuddling may not be missing in any case. If it is kept as a house cat, it needs mandatory climbing and playing opportunities, such as a scratching post. The special thing about these cats is that they love water and like to play in a still wet shower, at a dripping tap or even with the water bowl. The Siberian cat is perfect for families as well as for singles or couples as an indoor or outdoor cat.

Editor’s Rating:

• Family friendly 4.5 / 5.0
• Single and couple friendly 4.5 / 5.0

https://www.instagram.com/p/Bt6azvjgmIj/

Savannah cat – more wild animal than domestic cat

The Savannah cat is larger than an ordinary domestic cat and reaches a shoulder height of up to 45 cm. This is derived from the relatively fresh breeding of this breed. The breeders aim at a small version of the serval, a predatory cat, whereby the proportion of wild blood in the breedings is still very high. Because of this new breeding the temperament is very different, depending on the generation. Some already show strong domestic cat behaviour, are cuddly and affectionate while others are more like wild animals. This manifests itself especially in shy behavior, occasional aggressiveness and constant stress. Keeping these cats is only an option for experienced owners. The cats also need a certain standard for their home, such as plenty of free-range space and little confined space of a house or apartment. Those who do not meet these requirements should refrain from keeping a Savannah cat. For families and beginners in keeping this breed is not a good option. The cats are still too unpredictable and wild to be kept as a normal house cat.

Editor’s Rating:

• Family friendly 0.5 / 5.0
• Single and couple friendly 1.0 / 5.0

https://www.instagram.com/p/BwsVjS0JtfO/