Documents for the bank: photos, energy certificate & purchase contract

Financing requests for real estate purchases are part of your bank advisor’s daily business. If you want to score points with your financing request, you should provide all important documents directly. This saves your bank time and energy, as it does not have to request extra new documents. Instead, the financing plan can be set up quickly and the financing process can be completed. So that you can enjoy a quick financing approval, we recommend that you prepare your documents in two folders:

1. Folder: Credit rating
2. Folder: Object

Now let’s take a closer look at the object folder:

House & apartment exposé: master data of the property

First of all, the bank needs a property file with the basic data of the house or apartment. Finally, the bank must know the master data of the property. You can either create an exposé or a fact sheet for this purpose.

You have the following options:

• Real estate exposé
• Fact Sheet

Photos of building and plot

In addition to the most important basic data, the bank also needs some photos of the object, so that it can get a visual impression. Make sure that the pictures have been taken in good light. Daylight is best suited for this purpose. In addition, you should give a lot of importance to a good quality of the photos, so that also details of the property can be seen. The bank not only needs photos of the property itself, but also of the immediate surroundings and, if necessary, of the common property.

You should attach photos of this:

• Property
• Community property
• Immediate surroundings

Parcel map, floor plan & insurance

In addition, the bank needs the cadastral map of the property, as well as the site plan. Also the floor plans of the property, as well as the living space calculation are to be attached. Another important document is the extract from the land register. The land register is an official, public register and contains legal relationships to the property. In addition to land charges, mortgages and liens on real property, it also contains further information on the respective ownership and residential relationships.

The following documents must also be forwarded to the bank.

• Parcel map and site plan
• Floor plans
• Living space calculation
• Land register excerpt
• Building insurance
• Energy certificate

In order for the bank to get an accurate picture of the property, the hallway and site plans are especially important:

Special case: Rental agreement for rented property

You can buy a property rented or unrented. If you buy a rented property, you must also give the rental contracts to the bank. In the case of unrented property, this step is of course omitted.

Special case: Homeowners’ association (WEG)

If you purchase a house or a condominium as part of a condominiumowners’ association (WEG), add the declaration of division to your property folder, as well as relevant agreements, the last three minutes of the owners’ meetings, the collection of resolutions and the WEG administrator’s contract. The statement of charges and the property tax assessment should also be in your folder.

Here is a brief overview:

• Declaration of division – with certificate of seclusion
• Collection of resolutions – last 3 owners’ meetings
• WEG manager contract
• House service charge statement
• Property tax notice

At the end: draft purchase agreement

The last object in the folder is then your draft purchase agreement, which thus completes the real estate folder.

Reading tip: Create purchase contract

Object folder for the bank: checklist

Here again the most important documents summarized at a glance;

1. Exposé / fact sheet of the property
2. Photos of building and plot
3. Parcel map, floor plan, insurance & co.
4. Rental contract (if available)
5. Documents of the WEG (if available)

Once you have all these documents together, nothing stands in your way of successful financing!

Would you like to know more about buying an apartment or house? Then you will learn everything from A-Z here: owner-occupancy or renting, financing a condominium, apartment search, real estate portals, real estate agents, valuation, purchase prices, negotiations and taxes. Knowledge and experience from experts, in one guide.

✓ A guidebook
✓ All facts
✓ Insider tips
✓ Purchase checklists

Learn step-by-step the home buying process and lots of insider tips!

• Buy apartment

Societas Europaea (SE) – Forms of incorporation, legal basis & Co

In the German-speaking world, the Societas Europaea – or SE for short – can also be found under the names European Company, European Stock Corporation or casually: Europa AG and describes in the legal sense a corporation and thus a legal entity with its own legal personality. As its German name suggests, the chapter of this corporate legal form is divided into shares. The legal introduction of the Societas Europaea as a transnational legal form came in 2004 within the framework of the so-called Law on the Introduction of the European Company – abbreviated: SEEG.

The background to the introduction of the Societas Europaea is, on the one hand, the possibility of merging companies from different EU member states or establishing a holding company. On the other hand, the aim of the SE was to establish joint subsidiaries between economically active companies and legal entities from different countries of origin in the EU by subscribing to shares.

Other typical corporations in Germany:

• Stock corporation (AG)
• Partnership limited by shares (KGaA)
• Entrepreneurial company / UG (limited liability)
• Limited liability company (GmbH)

Primary formation of an SE – merger, conversion, holding, subsidiary

A European Company is not founded “just like that” out of thin air. The formation process is – as already mentioned – bound to certain requirements… moreover, the Societas Europaea can only arise from certain situations. According to the numerus clausus of the forms of formation mentioned in the Societas Europaea Regulation – in short: SE Regulation – the formation of a Societas Europaea can primarily take place in four different ways: by merger, by transformation, by formation of a holding company or by formation of a subsidiary.

• Merger for inclusion/start-up
• Conversion foundation
• European holding company (Holding-SE)
• European subsidiary (subsidiary-SE)

Secondarily, it is possible to establish a European Subsidiary through a parent SE. However, the SE Regulation does not provide for the formation by natural persons or a spin-off from existing companies under national law.

Option 1 – Merger for incorporation or for new incorporation: 2+ public limited companies

You can form a European Company classically by merging – that is: merging – several existing companies. For the formation, at least two national public limited companies are required, which have a so-called cross-border European element. In a nutshell: the companies must either come from different member states of the European Union or, if their respective registered offices are in the same country, they must have had subsidiaries in other EU countries for at least two years. The latter is also referred to as a multi-country relationship.

The merger can be established either for the purpose of absorption or for the purpose of new formation. In the former case, the acquiring company takes the legal form of an SE, while the transferring company is absorbed into the SE at the time the merger takes effect. A new formation means that both merging companies cease to exist as soon as the merger becomes effective. The new legal entity can then also be established in a third EU country, since the multi-nationality requirement is already covered by the registered offices of the two founding companies. In this case, the merger is also referred to as a third-country merger.

How exactly does the merger of two public limited companies into one Societas Europaea work?

In the case of a merger, two legally independent companies come together and thus form a single entity in both an economic and a legal sense. For this purpose, at least one company must cede its legal independence, which is why the merger represents a typical form of corporate takeover. The purchase price for the takeover of the company can be paid elegantly in shares of the acquiring company.

The merger between companies is legally subject to the so-called Merger Directive 90/434/EEC as well as the European Merger Directive 2005/56/EC. Within Germany, the German Transformation Act (Umwandlungsgesetz, UmwG) also applies, while antitrust law is governed by the Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkung, GWB), which, however, only uses the term “merger” for mergers.

Variant 2 – Conversion foundation: Joint stock company + foreign subsidiary

Ultimately, a stock corporation existing at the national level can also be converted into a transnational stock corporation – i.e. an AG into an SE – provided that the stock corporation has maintained a subsidiary or branch in another EU country for at least two years. A conversion to a Societas Europaea is comparable in nature to a change of legal form under the German Transformation Act (Umwandlungsgesetz, UmwG).

However, in contrast to the change of the legal form, the Societas Europaea Regulation – in short: SE Regulation – provides for the preparation of a conversion plan, whereby it is unclear which legal basis must be used with regard to the scope and, above all, also the content of this plan. A transfer of the previous registered office of the national stock corporation is in principle not permissible on the occasion of the conversion into a Europa AG.

Reverse conversion: Europa AG into conventional AG

The conversion of a conventional public limited company into a Societas Europaea is no problem if all the necessary requirements are met in advance. But what about the reverse case? Can you reverse the conversion and turn your Europa AG back into a normal public limited company on a national level? In fact, it is possible to convert an existing European Company into a classic AG. Provided that the Europa AG has existed in its European legal form for at least two years, a conversion plan can be drawn up to return the company to its original form. However, the approval of the general meeting is mandatory.

You can find out more about the national public limited company (AG) here:

• Stock corporation (AG)

Variant 3 – European holding company/SE: 2+ public limited companies/GmbHs

Alternatively, two or more companies from different EU member states may form a European Holding or Holding-SE together. This applies to any combination of stock corporations (AG) and limited liability companies (GmbH), whereby at least two of the companies must be from different EU countries. Alternatively, two or more participating corporations from the same member state each maintain a subsidiary or branch in another EU country for a minimum of two years and thus satisfy the multiple nationality requirement.

In concrete terms, the participation of companies in a holding SE means an exchange of shares: the companies buy shares in the European holding company and in return contribute their existing company shares, whereby their shares in the holding company must thereby convey more than 50 percent of all voting rights of the respective founding company.

You can find out more about national public limited companies (AG) and limited liability companies (GmbH) here:

• Stock corporation (AG)
• Limited liability company (GmbH)

How exactly does the formation of a European holding company work?

A holding company – short for: Holding company, holding organization or umbrella company – is created when several companies are hierarchically structured in a certain way and therefore does not describe a legal form in its own right, but rather a form of structuring companies that are related to each other. The individual companies hold shares in each other, which creates an economic dependency. Central tasks are usually performed by the parent company, which is at the top of the hierarchy of the holding structure.

Similar to the formation of a partnership under civil law (GbR), holding companies are formed for a specific operational purpose, in this case the holding of equity investments or company participations in other companies. As a holding company, you therefore organise the acquisition and management of shareholdings and thus form the capital provider or shareholder through which the subordinate companies finance their equity.

You can find out more about civil law partnerships (GbR) here:

• Civil law partnership (GbR)

Variant 4 – European Subsidiary/Subsidiary-SE: 2+ legal entities

Legal entities – companies, firms, etc. – may also jointly form a European Subsidiary or Subsidiary-SE. This is possible provided that at least two legal entities are governed by the law of different EU countries or at least two of the legal entities involved have maintained a subsidiary or branch in another EU country for a period of two or more years at the time the formation becomes effective.

This flexibility makes it possible for both civil law companies and commercial law companies – including for-profit cooperatives – to establish a joint subsidiary SE. Furthermore, legal entities under public and private law – irrespective of profit-making purposes – can establish an SE subsidiary if at least two of the founding companies originate from different EU countries or meet the multiple nationality requirement via subsidiaries or branches in other EU member states.

In addition to the option of also involving companies without limited liability in the formation process, probably the most decisive difference to the formation of a holding SE is that the individual companies do not form a joint SE umbrella company, but rather a joint subsidiary in the legal form of an SE.

How exactly does the formation of a European Subsidiary work?

In general, a subsidiary is a corporation that is directly dependent on its parent company. A parent company is in turn defined as a corporation that owns the majority of shares in other companies. The establishment of a parent company with subsidiaries offers the advantage that different business areas can be managed by different companies and individual areas of activity can be clearly and transparently distinguished from one another.

If the parent company establishes its own subsidiaries, this is referred to as affiliation: a term that originates from Middle Latin and can be translated as adoption – i.e. adoption as one’s own child – or takeover in the sense of appropriation. If external companies are acquired on the basis of synergy potential or potential increase in market power and subordinated to the parent company, this procedure is referred to as affiliation. In Germany, the formation procedure of a subsidiary SE is largely subject to German stock corporation law; in other countries, the respective national legal bases apply.

Secondary establishment of SE subsidiary: SE by SE

A Societas Europaea can indeed also come into being as a result of a one-man formation, namely SE by SE. This is of particular interest to providers of shelf companies where multi-nationality is not or only insufficiently present. Moreover, the shares of a shelf SE can also be acquired by natural persons. As with the subsidiary SE, the formation procedure of an SE subsidiary is also subject to the national law of the country in which the company has its registered office. Thus, for the formation of an SE subsidiary in Germany, the information in the German Stock Corporation Act must be followed.

The SE is formed by establishing an SE subsidiary through an existing European company, which then acts as the parent SE. As the establishing SE itself already has a cross-border European element, the multi-nationality requirement generally does not apply to the subsidiary, which in a sense “inherits” the multi-nationality. At the same time, there is no need for the involvement of other companies in the secondary formation.

Legal basis: directives, regulations & laws

Since the Societas Europaea is a legal form under European law, various EU and national legal bases must be taken into account. Primarily, there is Regulation (EC) No. 2157/2001, also known as the Societas Europaea Regulation (SE Regulation), which takes over the introduction of the new legal form and creates a common legal framework between the EU member states and the countries of the European Economic Area (EEA). With regard to employee involvement, Directive 2001/86/EC was introduced as a complementary measure to ensure that the regulations and practices in place prior to the establishment of the SE do not simply disappear.

• CouncilRegulation (EC) No 2157/2001 of 8 October2001 on the Statute for a European company (SE)
• CouncilDirective 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees

Based on the Treaty establishing the European Community, Regulation (EC) No. 1435/2003 was introduced, which enables and organises the establishment of European Cooperatives – in short: SCEs. In the course of this, Directive 2003/72/EC was introduced, which regulates employee participation in European cooperatives.

• CouncilRegulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE)
• CouncilDirective 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees

As a result of the COVID 19 outbreak, a new regulation was introduced in 2020, under which the general meeting of a European Company or general meeting of a European Cooperative Society required for 2020 can be postponed until the end of the year, taking into account exit restrictions and social distancing measures.

• CouncilRegulation (EU) 2020/699 of 25 May 2020 on temporary measures in respect of general meetings of European companies (SEs) and general meetings of European cooperative societies (SCEs) (Text with EEA relevance).

In addition to the ordinances and directives already mentioned, there are also some at national level in Germany:

• Law on the Introduction of the European Company (SEEG) of 22 December 2004
• Law on the Implementation of CouncilRegulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Implementation Act – SEAG) of 22 December 2004
• Law on the Involvement of Employees in a European Company (SE Employee Involvement Act – SEBG) of December 22, 2004
• German Stock Corporation Act (AktG) of 6 September 1965
• Commercial Code (HGB) of 10 May 1897

Measures for SMEs – Societas Privata Europaea & Societas Unius Persona

Capital companies for small and medium-sized enterprises – in short: SMEs – were also provided with a largely uniform European legal form, namely the Societas Privata Europaea – in short: SPE; with German name: European Private Company. A first draft for the introduction of such a company was initiated in 2009, but ultimately failed just a few years due to ongoing criticism from other EU member states regarding its design.

As an alternative measure, the project to create a so-called Societas Unius Persona – in short: SUP; with German name: Europäische Einpersonengesellschaft – was launched. This European variant of a conventional limited liability company (GmbH) pursues the goal of enabling single-member companies with legal capacity to act for cross-border business activities, which can be organised and managed by a single managing partner. As with the national Unternehmergesellschaft (haftungsbeschränkt), a single symbolic euro is to be set as the minimum capital. The concept of the SUP has also met with widespread criticism so far, which is why it is currently not foreseeable whether and when the Societas Unius Persona will be available as a company form.

Legal form variant SE & Co KGaA – KGaA with general partner SE

Sometimes the Societas Europaea also appears in combination with a partnership limited by shares (KGaA). Family businesses, for example, occasionally organise themselves as Societas Europaea & Compagnie Kommanditgesellschaft auf Aktien – in short: SE & Co KGaA. In this case, they form a stock corporation in the legal sense – however, the general partner as personally liable shareholder is not just any natural person, but specifically a Societas Europaea (SE). If the general partner is embodied by an AG, one speaks instead of an AG & Co KGaA, in the case of a general partner GmbH of a GmbH & Co KGaA.

• AG & Co KGaA – see stock corporation (AG)
• GmbH & Co KGaA – see limited liability company (GmbH)

Companies operating under the legal form variant of the SE & Co KGaA have only existed since the end of the 1990s, after open legal questions were clearly explained by a court ruling of the Federal Supreme Court (BGF). The well-known health care group Fresenius SE & Co KGaA, which is one of the largest private hospital operators in Germany, has decided to establish an SE & Co KGaA, as have many other companies from a wide range of industries: Sound carriers and multimedia products, outdoor advertising, plant breeding and biotechnology, pump technology as well as thermal insulation composite systems, to name but a few.

Examples of SE & Co KGaA companies:

• AURELIUS Equity Opportunities SE & Co. KGaA
• Edel SE & Co. KGaA
• Fresenius SE & Co. KGaA
• KWS SAAT SE & Co. KGaA
• KSB SE & Co. KGaA
• Mutares SE & Co. KGaA
• Sto SE & Co. KGaA
• Ströer SE & Co. KGaA

CEWE Stiftung & Co. KGaA is a special case: In this company, the general partner is embodied by a foundation. In principle, the partnership limited by shares is possible in all conceivable combinations, as GUB Investment Trust KGaA points out as an example.

Continue reading here on the topic of setting up a family foundation:

• Establish a family foundation

SE formation in detail – registered office, company name, management & Co.

You would like to set up a European Company and become active in the Single Market in an uncomplicated way? To do this, your company must first meet a few requirements: Here you can find out everything you need to know about multi-nationality, minimum capital, co-determination and more, so that you can set up your European Company in a correct and informed manner. First things first: Your company must be a legal entity and have its own legal personality. In addition to the status as a legal entity, the so-called multi-nationality principle must also be complied with and a cross-border European element must be demonstrated.

Further regulations concern the company’s registered office and head office, the minimum capital required, the proper company name and registration, the management and company bodies and, last but not least, the accounting requirements and the right of co-determination of the workforce.

• Principle of multiple nationality
• Registered office & head office
• Minimum capital
• Company name & registration
• Management & corporate bodies
• Accounting
• Co-determination rights of the workforce

Multi-nationality principle as a cross-border element

The multi-nationality principle requires that at least two of all participating founding companies of a Societas Europaea have a cross-border, European element. In plain language, this means that at least two companies must be governed by the laws of different EU member states or, alternatively, must be able to prove a cross-border element through a subsidiary or branch that has been maintained in another EU country for two or more years.

Registered office & head office of a European company

The registered office and the head office of your company must be located in the same EU member state for the formation of a European Company. The choice of the country of incorporation is of decisive importance, since in addition to EU law, the respective applicable national law forms the legal basis of the European Company. In principle, it is possible to subsequently relocate the company’s registered office and head office to another EU member state, should the situation require it or should the company gain advantages as a result. The Association of German Chambers of Industry and Commerce (DIHK) describes this advantage as follows:

“Figuratively speaking: Europa AG is a legal form that comes in 25 colors. The choice of the domicile of the Europa AG therefore opens up interesting design possibilities.”

Some countries have stricter requirements for the formation of a European Company: for example, the member states Bulgaria, Denmark, France, Greece, Latvia, Austria and the Czech Republic require that the registered office and the head office of the company have the same address.

Financing of an SE: 120,000 euros minimum capital

Another requirement concerns the minimum capital required: For a European Company with its registered office and head office in Germany, for example, you need at least 120,000 euros, i.e. more than twice as much as the share capital of 50,000 euros required for a conventional German public limited company. The capital requirement – as well as the other requirements – may vary in the different EU member states. A higher subscribed capital can in principle be agreed in the articles of association.

As a rule, the minimum capital of a Europa AG should be denominated in euros. If the official national currency for a country of domicile is not the euro, the company may request that its annual financial statements and consolidated financial statements be prepared and published in its own national currency.

• Minimum capital: 120,000 euros (Germany)

Europa AG as a trademark: Company name & registration

The company name includes the legal form suffix “SE”, which either precedes the company name as a prefix or follows it as a suffix. Registration is mandatory in the register of the country of incorporation – in Germany, therefore, in the commercial register – and is also published in the Official Journal of the European Communities. If the registered office is moved to another EU member state at a later date, the registration of the Europa AG can be adjusted easily and without complications.

The existing Societas Europaea does not have to be dissolved for this reason and does not need to be re-established at its new location. Only an entry is made in the register there and a notification is sent to the original EU country, whereupon the latter makes a deletion of the entry in its own register. All entries and deletions in the registers of the various EU member states are listed in parallel in the Official Journal of the European Communities.

Structure of an SE: Management & Corporate Bodies

With regard to management, a distinction is made between a dualistic and a monistic system – the new German two-tier/one-tier model. They differ primarily in the different type and number of SE bodies that are appointed in the company. However, the term of office for the members of the appointed bodies is a maximum of six years in both cases, although reappointment is not ruled out.

• Dualistic system
• Monistic system

Dualistic system (two-tier model)

The structure of the German supervisory board constitution serves as the basis for the dualistic system, which is sometimes also referred to as the two-tier model. It represents the traditional division of management into three bodies, according to which, in addition to the general meeting, the supervisory board is appointed as a control body and the management board as a management body.

If the Europa AG has a share capital of more than three million euros, at least two persons must be appointed to the management board. Smaller European stock corporations may limit the executive board to only one person in accordance with the articles of association, provided that the company is not a co-determined company. Supervision of the management body is the responsibility of the supervisory board, the size of which is directly conditioned by the amount of share capital. In the case of a co-determined Societas Europaea, the supervisory board members must also be representatives of the shareholders and representatives of the employee workforce.

Monistic system (one-tier model)

The so-called one-tier model, on the other hand, is based on the Anglo-American board system. It stands for a monistic system, according to which only a single-member board of directors is appointed in addition to the general meeting, which is composed of the shareholders of the stock corporation.

In principle, three members of the Board of Directors are provided for, one of whom must be an executive director. However, it is possible to appoint a different number of persons to the board of directors, with the maximum number of members permitted being related to the company’s share capital, and European public limited companies with a share capital of more than three million euros being allowed by law to appoint no fewer than three members.

Within Germany, monistic Societas Europaea also demand that the participation of employee representatives on the board be as high as would be required for the traditionally dualistic supervisory board.

Accounting rules

With regard to accounting, the European Company is subject to the laws of the country in which the registered office and head office of the company are located – in a form that is largely standardised under European law. Apart from taxation and accounting, it is obliged to adopt the annual financial statements together with the notes and the balance sheet, profit and loss account (P&L) as well as to prepare the report on the course of business and the situation of the company.

• Annual accounts
  • Balance
  • Profit and loss account
  • Notes to the financial statements
  • Report on the course of business and the situation of the company

Co-determination rights for SE employees

Since the European Union has not formulated any legal formulation of co-determination in a European Company, there is either a binding agreement between the employer and employee sides or the valid co-determination right for the company is determined depending on the form of formation of the Europa AG. You can find out more about the individual forms of formation below.

Special negotiating body: employers & employees

In principle, it is possible for employers and employees to set up a so-called “special negotiating body”, where they can jointly reach a suitable agreement on corporate co-determination and set this down in writing. The members of the body are elected secretly and directly on the basis of a certain country key and are limited to a maximum of 40 members.

The “special negotiating body” must be established within ten weeks of the announcement by the company’s management of the planned formation of a European Company. A decision must be taken within six months – or within twelve months in the case of a request for an extension of the deadline.

Negotiations on employee participation

The “special negotiating body” can decide on employee participation in Europa AG, whereby a qualified majority decision must be reached for this. Agreements leading to a reduction in co-determination require a two-thirds majority representing at least two-thirds of the employees in two or more EU countries. However, this only applies under special conditions:

The special majority in favor of a reduction of the right of co-determination only applies if, in the case of a merger, at least 25 percent of the total workforce or, in the case of the formation of a holding SE or subsidiary SE, at least half of the total workforce is subject to co-determination. In the case of the formation of an SE by way of conversion, in principle, no reduction of the right of co-determination can be resolved.

• Merger: at least 25 % AN representation
• Holding/subsidiary: at least 50 % employee representation
• Conversion: no reduction possible

Termination of ongoing negotiations & waiver decision

In the case of a two-thirds majority, however, it can also be decided to break off ongoing negotiations or not to enter into negotiations at all. In this case, the Europa AG is registered without a co-determination model. In the case of the transformation of corporate form, however, which is based on a stock corporation with co-determination, such waiver resolution is generally excluded.

Failure of negotiations & standard rules

If agreement cannot be reached between the employer and employee sides, the negotiations fail and the standard rules automatically apply. The aim is to safeguard the existing co-determination rights of the workforce from the time the Europa AG is entered in the national register. Depending on the form of incorporation, corporate co-determination is absorbed differently:

In the case of formation by transformation, the existing co-determination rights of the national AG are continued. In the case of the other forms of formation, the highest standard of participation of a founding company can be transferred to the European Company – but only if in the relevant company, prior to the registration of the Societas Europaea in the national register, regulations on participation were already effective which cover a certain percentage of all employees. In the case of a merger formation, a coverage of 25 percent is required, in the case of SE holding companies and SE subsidiaries even twice as much.

• Conversion: Transfer of the previous right of co-determination
• Merger: 25 % of total workforce covered
• Holding/subsidiary: 50 % of total workforce covered

Advantages of Europa AG – Uniform, international & flexible

The European Company is a relatively new legal form of enterprise and can only be established in accordance with European regulations since 8 October 2004. It is therefore not very widespread and, in the view of many entrepreneurs, has yet to prove itself. However, especially with regard to the transnational business transactions of large companies, the Societas Europaea already offers a number of advantages that have a significant impact on cross-border cooperation between different EU member states and countries of the European Economic Area (EEA).

• Uniform set of rules
• International reputation
• Strengthening co-determination rights for employees
• Cross-border merger
• Flexible relocation
• Streamlined administrative structure
• Cost reduction through branch offices
• Establishment of SE subsidiaries

Uniform set of rules in EU & EEA

A uniform set of rules in favour of cross-border cooperation between several European countries is characteristic of the European Company. By establishing a Societas Europaea, you can do business under a trading name that is effective in all EU Member States and EEA countries, and you do not need to set up a large number of subsidiaries to your company in order to develop an effective international business network.

International reputation & strengthening of employee co-determination

Another plus point is that the name Societas Europaea expresses the internationality of your company and generates public prestige. Last but not least, the establishment of a European Company also has a positive effect on the company’s employees: The EU-wide uniform regulations create a personnel policy framework that strengthens the co-determination of your employees if they work for your company in several countries.

Europe-wide merger formation for AGs

The merger form of incorporation allows entrepreneurs for the first time to merge their public limited company with a public limited company from another EU Member State. The granting of cross-border mergers for all corporations is currently under discussion and could offer an attractive alternative for national public limited companies, limited liability companies and other corporations that conduct business across borders but do not want to give up their legal form in favour of a European Company.

Flexible relocation of the registered office

The flexible and uncomplicated relocation of the registered office is another decisive advantage of the Societas Europaea: although the SE registered office and the head office must initially be located in the same EU member state… the registered office of your company can later be easily relocated to another EU country. In this way, you can react flexibly to changes in the market and make clever use of the European competition between legal systems.

Streamlined administrative structure

In the case of the Europa AG, it is possible to choose between two tried and tested management models: the dualistic system, as is customary in this country, and the monistic system based on the Anglo-American model. In this way, European public limited companies with their registered office in Germany can nevertheless take advantage of a streamlined administrative structure, which makes a uniform form of management possible, especially for multinational corporations.

Branch & SE Subsidiaries

Instead of subsidiaries, a Societas Europaea can also maintain branches throughout Europe, which can mean a significant reduction in costs with regard to the administrative and management apparatus. Should the establishment of subsidiaries prove to be useful at a later date, you as the owner can also establish them in the legal form of a Societas Europaea.

Taxes for Europa AG shareholders: corporate income tax, trade tax, VAT, capital tax & income tax

In all countries of the European Economic Area (EEA), Europa AG is subject to the regulations applicable there with regard to the taxes and fees incurred. Accordingly, no special regulations are provided for current taxation. For permanent establishments and branches in other EU member states, it is subject to limited tax liability and must comply with the regulations applicable there. This concerns, among other things, the determination of profits for tax purposes.

In Germany, stock corporations are usually subject to corporate income tax and trade tax. In addition, sales tax is payable on the performance of non-exempt transactions. Profit distributions to the shareholders of an AG are generally subject to capital gains tax, whereas natural persons in the company must pay income tax. Wage payments to the workforce – for example, the remuneration of members of the management board – are subject to wage tax.

• Corporate income tax (KSt)
• Trade tax (GewSt)
• Value added tax (VAT)
• Capital gains tax (KapESt)
• Income tax (ESt)
• Wage tax (LSt)

You can find out what taxes you can expect with a real estate corporation here:

• Save taxes on real estate

Double Taxation Agreements (DTAs) – Germany, EU & EEA

Between Germany and the other member states of the European Union (EU) and the European Economic Area (EEA), the so-called double taxation agreement – in short: DTA – applies. This agreement ensures that double taxation of income earned abroad can be avoided by granting one participating state the right to tax and, in parallel, denying or at least limiting the right of the other state to tax. The concept of this is sometimes also referred to as the barrier effect or barrier function.

Model agreement OECD-MA & OECD transfer pricing guidelines

An example of this is the model convention of the internationally active Organisation for Economic Co-operation and Development (OECD), whose Model Tax Convention on Income and on Capital (OECD-MA) is recognised worldwide and serves as the basis for over 3,000 intergovernmental double taxation agreements.

The OECD also adresses the well-known problem of transfer pricing when maintaining foreign permanent establishments. The prestigious organisation publishes regular transfer pricing guidelines for multinational companies and tax administrations in order to ensure a proper deferral of profits to the parent SE. They can serve as a guideline for cross-border companies to set the agreed prices at an arm’s length level in accordance with the arm’s length principle.

Parent-subsidiary directive: taxation of dividend payments

By revising the outdated Directive 90/435/EEC – the so-called Parent-Subsidiary Directive – and introducing Directive 2003/123/EC, it was possible to eliminate the previously existing double tax burden on dividend payments. According to the new regulations, the full tax revenue of the subsidiary is due to the member state in which the subsidiary is domiciled. However, capital gains tax (KapSt) may not be levied there in context.

The parent company may use either the exemption method or the imputation method to avoid double taxation.

• CouncilDirective of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (90/435/EEC)
• CouncilDirective 2003/123/EC of 22 December 2003 amending Directive 90/435/EEC on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States

Merger Directive: taxation of cross-border changes of ownership

Under certain circumstances, a European Company with cross-border incorporation can be managed without affecting profit or loss and be exempted from the taxation of hidden reserves. It then falls within the scope of Directive 90/434/EEC – the so-called Merger Directive – which was later modified by Directive 2005/19/EC. Over the years, the Merger Directive has repeatedly undergone minor amendments, so that the substantive aspects are nowadays also applicable to a cross-border transfer of the registered office, the conversion of permanent establishments into subsidiaries and spin-offs from the parent company.

In Germany, the EC Directive was initially implemented in the Reorganisation Tax Act (UmwStG) and later also in the Act on Tax Measures Accompanying the Introduction of the European Company and on the Amendment of Other Tax Regulations (SEStEG).

• CouncilDirective of 23 July 1990 on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States (90/434/EEC)
• CouncilDirective 2005/19/EC of 17 February 2005 amending Directive 90/434/EEC on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States

Societas Europaea (SE) – For whom is it worthwhile?

The Societas Europaea is particularly suitable for large public limited companies with cross-border business within the European Union and the European Economic Area. For those who are not deterred by the considerable minimum capital of 120,000 euros, there are many opportunities to become active transnationally and to realize their entrepreneurial goals with reduced effort and cost savings. Cross-border mobility enables you to set up your company in accordance with the legal system that suits you best and, if necessary, to flexibly relocate your registered office and head office to another EU country.

For whom exactly is the European Company worthwhile? Large international companies and fast-growing companies with an IPO can particularly benefit from the advantages of a European Company and strengthen their external image, because the Europa AG enjoys a high reputation and respect throughout Europe. Even if you are dissatisfied with the typical German management model and the rigid structure of your public limited company, the conversion formation of a Societas Europaea can be particularly attractive for you, because here you can switch to a monistic system and streamline the corporate bodies.

Alternatives to the Societas Europaea (SE): Legal forms in Germany

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

Company types in detail:

• Sole proprietorship
• Registered businessman / registered businesswoman (e. K.)
• Civil law partnership (GbR)
• General partnership (OHG)
• Limited partnership (KG)
• Entrepreneurial company (UG)
• GmbH: Limited liability company
• Real estate GmbH / Asset management GmbH
• Stock corporation (AG)
• Real estate stock corporation (REIT-AG)
• Societas Europaea (SE)
• Foundation / Family Foundation

Holiday in the roof tent! Adventure with the car

Regardless of whether they are 18 or 58, millions of domestic tourists prefer to spend their holidays free of constraints, hotel pools and rental cars. They travel to the beaches of the North Sea and Baltic Sea, to mountain lakes and to the most beautiful holiday regions from Croatia to Italy to France and Spain.

A holiday with a roof tent is something completely different from the typical package holiday – something completely different! From the hotel room you can not really discover the city, the region, the country, after all you are always dependent on others, whether hotel or rental car.

With the roof tent you can always do what you want. Spend the night at beautiful lakes, romantic and secluded in the forest, between mountains or a spontaneous stop in the middle of the route because you want to discover something. No expensive hotel room, no holiday apartment, holiday home, with the roof tent you always have your own home with you!

Advantages and price: Overview

Advantages at a glance

• Flexibility on vacation and travel
• Fits all cars and car brands (assembly)
• Low weight, no extra driver’s license
• Set up in less than 1 minute
• Price (2-3 persons): Approx. 1.200 – 2.400 Euro incl. assembly
• Price (4-5 persons): Approx. 2.500 – 5.000 Euro incl. assembly

Car models, people and costs

Roof tents fit on all car models – As just described in the overview, the biggest advantage is, roof tents can be mounted on really any car, for this only a roof rack must be available or installed, which is done quickly in the workshop or at the roof tent dealer like Campwerk. From the inexpensive VW family station wagon to the Porsche Panamera – yes, it’s possible! Audi, BMW, Ford, Renault, Toyota, VW and of course all off-road models, from Mercedes G-Class to Jeep Wrangler and Land Rover Defender II – really all brands, even Minis, as seen here: Mini Countryman roof tent (external).

Number of people – In a roof tent is definitely enough space. As a single (single traveller) anyway, with your partner or with the whole family, up to 5 people. Who looks at roof tents in a showroom like that of Campwerk for the first time, who sees quickly, with the roof tent can be made really good holiday!

No extra technology, flat construction, super space-saving and in full construction, with really a lot of free space.

You can tell I’ve become a total rooftop tent fan!

Made in Germany: Campwerk

My recommendation? Campwerk. Technology, quality and stability. It starts at 1,200 euros for a two-man tent.

• Two man tent / 2 persons
• Small family / 2-3 persons
• Family tent / up to 4 people
• Alternative: iKamper up to 4 persons

Costs and prices: Hotel room comparison

The cost is quickly recovered – The most important thing, especially for smart savers, how quickly does a roof tent pay for itself? The easiest calculation, would be to compare it to a typical hotel room that you need on vacation at a minimum. Let’s say the typical family with 1 or 2 children, so a total of 3-4 people.

Such a roof tent has amortized quickly (the costs play themselves back quickly). The more people, the faster. In the example you save with 3, 4 people, depending on the holiday region, per day already 220 euros. A typical roof tent for 2 people costs around 1,500 euros, roof tents for 3, 4 up to 5 people around 2,500 to 5,000 euros. By the way, the prices are inclusive of equipment, i.e. mattress, skylight, ladder, etc.

Structure, technology and Made in Germany

Super fast set up – When I first opened up my roof tent, I thought it would take me maybe five minutes? In fact, it took me barely 30 seconds! The assembly is insanely easy, due to the smart mechanics of the roof tent.

Simply explained, you just need to know the right spot, pull once and everything is set up. Sounds simple, it is. Less than 1 minute, ready.

Made in Germany – my recommendation for roof tents, Campwerk. Roof tents “Made in Germany”, quality that pays off. On the whole, for example, thanks to the durability and stability, to the detail, for example, the good insulation of the fabrics, seams and closures, but also the comfortable lying surface in the roof tent.

Comparison: caravan, camper and disadvantages

Advantages vs Caravan & Motorhome – Having your own caravan has several disadvantages. Here are a few reasons why I decided against these two options.

Among the disadvantages of the large space requirement, already at home when parking the vehicle, where to put it during the long standing times? Further it goes on vacation, in the city drive is difficult and on the campsite it costs more. In addition, of course, the trailer hitch, the appropriate driver’s license, the right car with sufficient traction and horsepower. From the price you are here also immediately in a whole other league. Instead of 4-digit, it goes far into the 5-digit.

Even more disadvantages, for flexible travelers, offers the motorhome. Here you do not even have the possibility to start flexibly with the car, as with the caravan, each individual tour must be made with the entire motorhome. The roof tent is simply mounted on the car and off you go – unbeatable or not? Once again briefly summarized.

Disadvantages of caravans and motorhomes:

• High acquisition costs
• At the same time loss of value through use (including own chassis)
• Extra driving licence
• Vehicle trailer hitch
• Vehicle with sufficient towing capacity
• Space requirements at home (garage, parking space)
• Space requirements on holiday (camping site) and costs

Buy: Alternatives for 1-4 people (list)

After the detailed introduction, with all the advantages, the car models, the price, the easy assembly and set-up is clear: For me, there is only one test winner! The roof tent is definitely the best “mobile property”. Who wants to buy Made in Germany, here are good roof tents, my recommendations for 4 good models, with which you will have many years of fun, whether Mini roof tent (as above), VW family car or Mercedes G-class.

Roof tent for 2-3 persons: Adventure

Simply put – Just as the “Big Mac” became the standard for good burgers and “Tempo” became synonymous with handkerchiefs, the “Adventure” roof tent is the non-plus-ultra in the roof tent comparison. The Adventure rooftop tent is therefore perfect, especially for camping beginners and newcomers. With no other tent are you so close to the starry sky. In the comfortable sleeping space on the roof of your car or trailer. Here, the focus is clearly on fun – and uncomplicated handling.

Adventure Product Data

People, structure and dimensions:

• 2-3 persons
• Approx. 1 min. assembly time
• Two widths 140 / 165 cm
• Up to 240×160 cm lying surface
• 140×120 cm Pack size
• Approx. 60kg Featherweight

Inexpensive, Made in Germany and for all car models:

• Adventure roof tent

Roof tent for 1-4 persons: Skycamp for families

No matter if you want to spend a nice weekend in nature with the family in a small car, or want to experience adventures and discover the most remote places of our world with an off-road vehicle. The iKamper Skycamp roof tent is our favourite solution when we want to spontaneously leave the hustle and bustle of everyday life behind us. Here, the focus is clearly on fun – but above all the uncomplicated handling.

Skycamp product data

People, structure and dimensions:

• 1-4 persons
• Approx. 1 min. assembly time
• 197x203cm sleeping surface
• 410kg load capacity
• Approx. 72kg Featherweight
• 217x139cm Pack size

The all-rounder among the roof tents:

• Skycamp roof tent

Roof tent for 1-2 persons: Skycamp Mini Two Person Tent

Camping alone as a single or as a couple, this roof tent version is especially practical for small cars. The Skycamp Mini is the little brother of the Skycamp roof tent above. The Skycamp Mini offers the same quick setup of only about one minute as the Skycamp, but it has a shorter hard shell. Perfect for the truck bed or pickup cab, for a smaller vehicle or to save space on the roof for additional accessories.

Skycamp Mini product data

People, structure and dimensions:

• 1-2 persons
• 130x210cm sleeping surface
• Approx. 1 min. assembly time
• 410kg load capacity
• 217x139cm Pack size
• Approx. 57kg Featherweight

Can it be a little smaller? Even mini on the mini, in top comfort! Read more here:

• Skycamp Mini

Roof tent for up to 4 people + sports equipment

You don’t just want to travel with the family – or have a lot of space – but also take sports equipment with you? Whether mountain bike or kayak, with this roof tent model you can reach the highest peaks, the most beautiful mountain lakes and the most remote places.

X-Cover product data

People, structure and dimensions:

• 1-4 persons
• 230x190cm sleeping surface
• Approx. 3 min. assembly time
• 410kg load capacity
• 195x120cm Pack size
• 55kg lightweight

Until now, with a roof tent, the space for additional sports equipment was exhausted. With the iKamper X-Cover, completely new possibilities arise. The X-Cover is a multi-talent.

• X-Cover: Additional sports equipment

Roof tent – A tent on the roof of your car? If that doesn’t sound like a super luxurious way to camp! A roof tent is quick to set up, doesn’t take up any storage space when you’re on the road, but gives you an enormous sleeping area when unfolded and is amazing value for money. So it combines all the advantages you want for a successful and unforgettable holiday. Here you can find out everything you need to know about mounting it on the roof of your car, setting it up on the road, recommendations for different models and variants, and the costs you’ll have to pay.

Camping holiday with car roof tent: Advantages

If you’re looking to get back to nature while maintaining the comforts of home, camping in a rooftop tent is definitely one of the best options. Whether it’s a couple or the whole family, a rooftop tent guarantees you an amazing sleeping area for 4 or even 5 people when pitched. On the road, it doesn’t take up any space or storage as it is firmly on the roof of your car all the time. Even there, it folds up so it’s not noticeable while driving, even in high winds. Once set up, however, it creates an enormous living area that can be used for sleeping or other purposes as desired.

A roof tent offers you these advantages:

• It’s already on the roof of your car.
• Takes up no space and storage space
• Guaranteed built an enormous living space for up to 5 people
• Suitable for both couples and families
• Can be mounted on any car
• Robust, stable, waterproof and durable
• Amazing value for money

More flexible than a caravan and more comfortable than a conventional tent

Video! Road trip with roof tent

In the following video you can take a look at what a roof tent looks like when set up, what enormous space it creates and how carefree, relaxed and adventurous you can really travel with a roof tent. This will give you a direct insight into all the advantages of the roof tent and, in the best case, you will be optimally prepared for your next trip!

Mounting and roof load

First of all, it can be said that a roof tent can be mounted on just about any car. No matter if you drive a VW, BMW, Mercedes or Audi – a roof tent will fit on it in any case, as long as the appropriate roof racks are available. However, you should first determine the roof load of your car before you buy a roof tent. Depending on the size and design, a roof tent weighs between 50 kg and 80 kg. You should therefore take this into account before buying. If you match the roof load of your car and the weight of the desired roof tent, you can buy a roof tent for your car without hesitation.

In the best case, the whole thing is already attached to your roof by the appropriate specialists when you buy it. However, it is not much effort and work in itself: Once the roof racks are mounted on the car, the complete tent must be lifted onto the roof. The tent itself also has two rails at the bottom of the tent, which are pushed onto the rails of the roof racks. The whole thing is secured at the end and the finished tent is already on your car!

This is how the assembly works:

• Mounting the roof rack on the car
• Determining the roof load of your car
• Match the weight of the desired roof tent with the roof load
• Slide the roof tent onto the roof rack with the lower rails
• Fasten and secure everything

Set up at the campsite

Once on the road or at the campsite, the tent only needs to be completely unfolded. Since everything is already in the right position, the complete tent is ready in a few seconds. Now you only have to set up and secure the ladder, which is included with the purchase, and your sleeping place is ready for the night.

Set up in a few minutes:

• Loosen tent attachments
• Completely unfold the roof tent with one hand movement
• Set up entrance area
• Position and secure ladder

Video: Assembly car roof tent

Here you can watch the following video to be best informed and prepared for your holiday with a roof tent. If you are still wondering how the set-up actually works, what the whole thing looks like in the end and what you have to pay attention to, you can find all the answers here.

Models and variants

Which roof tent is the best? This is the question that many passionate campers ask themselves when they want to buy a roof tent. It depends on how many people you want to travel with and which itinerary and region you choose. For couples and camping beginners, a foldable two-man tent is recommended, while a large hard-shell rooftop tent is more suitable for 4 or 5 people, i.e. the whole family. The latter is very sturdy and stable and will hold up completely even in a strong storm. So if you are thinking of going winter camping, you should rather go for a hard shell rooftop tent. A folding fabric tent, on the other hand, is very light and even easier to use, which is why it’s particularly suitable for inexperienced campers.

Nevertheless, all roof tents are usually equipped with an integrated mattress, a mosquito net, a ladder and possibly even an inner tent, so that you don’t have to worry about anything on the road. As soon as the tent is unfolded, the sleeping place is also ready.

You can choose from these variants:

• Hard shell roof tent
• Foldable fabric tent (Soft Side)
• Hybrid tent

You can not really imagine the different variants and differences? In the following video everything is explained to you again exactly and presented:

Roof tent manufacturer: Autohome, Campwerk, Front Runner & Co.

Whether it’s Autohome, Bundotec, Campwerk, iKamper or Front Runner – as camping with a roof tent on your own car becomes more and more popular among passionate campers, there are also a lot of manufacturers that specialize in roof tents. All roof tents are usually designed to be set up in a matter of minutes, with little effort, and give you an amazing amount of space on the roof of your car. Depending on the manufacturer and model, you can of course choose between different variants that differ in size, features, appearance and handling. Depending on your preferences, you can choose the right roof tent, or with some manufacturers, such as Campwerk, you can even configure your own roof tent according to your wishes.

You can choose between the following popular roof tent manufacturers:

• Airpass
• Autocamp
• Autohome
• Bundutec
• Bush Company
• Campwerk
• DTBD Outdoor
• Darche
• Front Runner
• Howling Moon
• IKamper
• Treeline
• Tuff trek

Roof tent car: Which car is suitable?

As has already been made clear, a roof tent can usually be mounted on any car that has roof racks. That means it doesn’t matter what kind of car you own. Whether it’s a small car or a van – roof tents are available in every design to suit you and your preferences.

These car models are definitely suitable for a roof tent:

• Audi
• BMW
• Ford
• Jeep
• Land Rover
• Mercedes
• Mitsubishi
• Opel
• Suzuki
• Toyota
• VW

If you’re wondering how much all this fun is going to cost you, here’s a little overview for you:

Prices: This is what a roof tent costs you

Of course, depending on the manufacturer, model and variant, a roof tent also costs correspondingly different amounts. In general, hard-shell roof tents are somewhat more expensive than soft side tents due to their robust, high-quality design and size. For a family tent for 4 or 5 people you should plan at least 3.000,- Euro, but the most important features are already integrated and you only have to plan costs for food, fuel, activities and other expenses. You can get a high-quality foldable tent for couples from around 1,500 euros.

This means that a roof tent costs much less than a caravan, motorhome or camper van, where you have to invest around 40,000 euros just for the car. In addition, you are much more flexible with a roof tent and can start your holiday directly after the installation on the roof, whereby you are always just as free as with a normal car.

These are the costs you’ll have to pay:

• from 1.600,- Euro for 2-3 persons (couples)
• From 3.200,- Euro for 4-5 persons (families)

A roof tent is about 30.000,- Euro cheaper than a complete motorhome.

Accessories: Awning & Co.

Especially if you are on the road for a long time and are planning a holiday of several weeks, you will sooner or later need additional accessories. For example, hanging lockers are highly recommended to keep your tent tidy, and for extra space on the campsite, it’s worth getting an extension tent or awning to cook, play games, shower or move around a bit more freely.

The following accessories are worthwhile for trips lasting several weeks:

• Add-on tent or awning for extra space
• Awning as sun and privacy protection
• Wall cabinets for order in the tent

Tips and recommendations for on the road

What else do I have to consider on the road and where am I allowed to stand with a roof tent? In general, you can drive with a roof tent just as fast as with a car. You can also use car parks or parking spaces as normal, as the tent is almost inconspicuous on the roof of your car when folded up. To sleep in it, however, you should visit a campsite to have enough space and feel completely comfortable.

• You can leave anytime and go anywhere
• With a roof tent you can drive just as fast as with a normal car.
• You can park on any public parking lot and parking lot
• For additional space an extension tent is worthwhile
• For more privacy an awning
• A gas cooker is recommended for cooking

By the way: You can also camp in winter without any problems

While most people prefer the warm weather when sleeping outside, winter camping definitely has its appeal! Simply because of the beautiful winter landscapes and the possibility of winter sports, many campers now also choose cold regions. Worried that it might get too cold, especially at night? Don’t worry! With a rooftop tent you don’t have to worry about freezing if you are equipped with the right equipment, such as a gas heater and an electric blanket.

Take a look at the following video to get an impression of winter camping in a roof tent and to learn what you should consider and keep in mind.

One-person limited liability company: corporation for 1 person

The formation of a limited liability company requires at least one person. One-person companies tend to be the exception, but from a purely legal point of view, mono-corporate one-person companies are certainly permissible in the case of the GmbH as well as the Aktiengesellschaft (AG). In the case of a limited liability company, the term “one-person GmbH” – alternatively also “one-man GmbH” or “Einmann-GmbH” – is often used.

Other GmbH models with special features:

• Two-person limited liability company
• No-Person-GmbH

Emergence of solo founders – self-decision, exit & e. K.

The one-person GmbH can come into being in three ways: Either you consciously decide to become a solo founder, or you were originally in a two-person GmbH or multi-person GmbH and have been reduced to a one-person company by the withdrawal of the other shareholder(s). Alternatively, you are a registered trader and have the necessary share capital to change your legal form to a one-person GmbH.

Tip: If you basically do not want to manage your GmbH alone and divide the capital burden among several heads, but still want to decide alone on the structure and wording of the articles of association, you can form a one-man GmbH in the first step and take on any number of additional shareholders in the second step. The decisions you make in the pre-incorporation phase then automatically apply to the new shareholders as well.

Special features of the one-person GmbH: § 181 BGB and § 3 GmbHG

With a one-man limited liability company, you are automatically the sole shareholder and take the position of managing director. You also participate in the shareholders’ meetings in a so-called personal union. Apart from that, the same rules and laws apply to you as to companies with several shareholders. This also means that you must form all the corporate bodies prescribed for a GmbH – for example, the supervisory board. For this reason, it is particularly important that as sole managing director of a single-member company, you exempt yourself from the single standard “insichgeschäft” (section 181, see above) laid down in the German Civil Code.

In the case of a one-person GmbH, the shareholders’ agreement does not have to be notarised prior to registration in the commercial register and is therefore usually quite short, taking into account the minimum content required by the Limited Liability Companies Act (GmbHG). However, you need a non-receivable unilateral declaration of intent to complete your registration, and this in turn must be certified by a notary.

Excerpt from the law – § 3 GmbHG:

(1) The memorandum and articles of association shall contain:

1. The company name and registered office,
2. The object of the company,
3. The amount of the share capital,
4. The number and nominal amounts of the shares that each shareholder takes over in return for a contribution to the share capital (nominal contribution).

(2) If the company is to be limited for a certain period of time or if other obligations towards the company are to be imposed on the shareholders in addition to the payment of capital contributions, these provisions must also be included in the company statutes.

Establish a GmbH: Legal form and alternatives

1. No-person GmbH: inheritance, gift, termination
2. Two-person GmbH: Founder Duo
3. Limited liability company (GmbH)
4. Special case: Real estate GmbH
5. Legal forms: List

No-person GmbH: inheritance, gift, termination

No-Person GmbH – The model for a GmbH without shareholders! By appointing new shareholders or leaving existing shareholders, the limited company model you choose can easily change. Whether it’s a one-person company, a two-person limited company or even a company that operates without shareholders at all…. In each case, there are specifics that you should be aware of as they deviate from the norm of the traditional limited liability company.

• No-Person-GmbH

Two-person GmbH: Founder Duo

Two-person GmbH – The GmbH model for founding duos! By appointing new shareholders or leaving existing shareholders, the GmbH model you choose can easily change. Whether it is a one-person company, a two-person GmbH or even a company that operates without any shareholders at all… In each case, there are specifics you should be aware of as they deviate from the norm of the traditional limited liability company.

• Two-person limited liability company

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