Setting Up Business Operations in Germany: Company Establishment, Corporate Taxation and Incentives

Transcription

1 Chris Schmidt - istockphoto Setting Up Business Operations in Germany: Company Establishment, Corporate Taxation and Incentives Udo Sellhast, Senior Manager Tax & Legal Services, Germany Trade & Invest

2 I. About Germany Trade & Invest II. Business Establishment in Germany III. Initial Information on Corporate Taxation IV. Incentives Overview Setting Up Business Operations in Germany 2

3 I. About Germany Trade & Invest The foreign trade and inward investment promotion agency of the Federal Republic of Germany German Parliament Resolutions for Founding/Financing Federal Government Federal Ministry for Economic Affairs and Energy - Shareholder Company Tasks Investment Attraction Export Promotion Location Promotion Setting Up Business Operations in Germany 3

4 I. About Germany Trade & Invest Two Headquarters in Germany - 50 Locations Worldwide Chicago New York San Francisco Toronto Washington D.C. Buenos Aires Bogotá Mexico City Santiago de Chile Sao Paulo Berlin Bonn Athens Brussels Helsinki London Madrid Milan Paris Stockholm The Hague Jerusalem Accra Cairo Johannesburg Nairobi Tunis Almaty Belgrade Budapest Bucharest Kiev Moscow Prague Warsaw Zagreb Dubai Istanbul Riyadh Bangkok Beijing Hanoi Hong Kong Jakarta Kuala Lumpur Mumbai New Delhi Seoul Shanghai Taipeh Tokyo Sydney Setting Up Business Operations in Germany 4

5 Foreign Country and Market Information Information about Germany/Consultancy I. About Germany Trade & Invest Areas of Activity For Companies in Germany (Exporters/Investors) Macroeconomic analyses and forecasts For Companies Abroad (Foreign Investors) Identification of attractive markets and Country and industry analyses (over 125 companies countries) International projects and tenders Foreign economic and tax law Customs information and tariffs Practical business tips Business contacts Coordination of federal foreign trade Economic framework in Germany Site specific information Industry specific information Direct contact with potential investors abroad Investor consultancy services Project management support activities Setting Up Business Operations in Germany 5

6 I. About Germany Trade & Invest Germany Trade & Invest serves as a one-stop consultant to the investing company with German expertise, supported by the Federal States. Investor Economic Development Agencies of the Federal States Investment consultancy services: Discussion on the market / industry and competition in Germany and Europe Information on tax and legal issues in Germany Information on the financing of the project (including incentives) Joint project management with regional economic development agencies Discussion of location proposals / site evaluation incl. site visits Assistance in applying for incentives Information on different registration or licensing requirements Setting Up Business Operations in Germany 6

7 I. About Germany Trade & Invest II. Business Establishment in Germany III. Initial Information on Corporate Taxation IV. Incentives Overview Setting Up Business Operations in Germany 7

8 II. Business Establishment in Germany For Italian companies there are different ways to establish a German market presence. Italian Company Subsidiary Branch Office Indirect Forms Establishment of a new legal entity. Fully part of the Italian company. No independent business activity. Different legal forms are available (e.g. GmbH or UG). Registration of a German physical business presence. Activities typically via a commercial agent. German Market Presence Setting Up Business Operations in Germany 8

9 II. Business Establishment in Germany The German private limited liability company (GmbH) is the most widely used legal form for corporations in Germany. GmbH: Is suitable for almost every business object (except for e.g. listing on the stock exchange). Combines high flexibility with relatively few obligations. Well-known company form with good reputation not only within Germany. Requires a minimum share capital of EUR 25,000 (cash or kind). The liability of the shareholders is limited to their respective contribution. Setting Up Business Operations in Germany 9

10 II. Business Establishment in Germany The GmbH has two mandatory bodies 1 : the managing director(s) and the shareholders general meeting. GmbH Managing Director(s) Binding Instructions Shareholders meeting The managing director(s) (Geschäftsführer) represent(s) and manage(s) the GmbH. The shareholders general meeting (Gesellschafterversammlung) is sovereign and can issue directions binding the management. There are no requirements regarding nationality or domicile of the managing director or the shareholders. German business address as well as a local representative are required. 1 A supervisory board can be appointed in addition, but is only mandatory if it is prescribed by law (e.g. in a GmbH with more than 500 employees). Setting Up Business Operations in Germany 10

11 II. Business Establishment in Germany The establishment procedure of a GmbH is straightforward with well-defined steps. Drafting of articles of association (AoA) Notarization by a German Notary Opening a bank account & payment of share capital Entry in commercial register Trade office notification; further licenses or registrations (e.g. in crafts sector) The timeframe for a GmbH establishment is ideally 1-2 weeks. The statutory regulated establishment costs for a standard GmbH are around EUR 800. Setting Up Business Operations in Germany 11

12 II. Business Establishment in Germany The UG Unternehmergesellschaft (haftungsbeschränkt) also known as Mini-GmbH is a special form and a starter version of the GmbH. UG (haftungsbeschränkt): The UG is largely subject to the same provisions as the GmbH (establishment procedure, mandatory bodies, limited liability etc.). Main differences include: For the establishment of an UG a minimum share capital of only EUR 1 is sufficient. The UG has to retain a quarter of its annual profit until it has accumulated the minimum share capital of an ordinary GmbH (EUR ). The accumulated EUR can be converted into share capital and the UG can change its corporate affix from UG to GmbH. From now on profit can be fully distributed, if desired. Setting Up Business Operations in Germany 12

13 II. Business Establishment in Germany For Italian companies there are different ways to establish a German market presence. Italian Company Subsidiary Branch Office Indirect Forms Establishment of a new legal entity. Fully part of the Italian company. No independent business activity. Different legal forms are available (e.g. GmbH or UG). Registration of a German physical business presence. Activities typically via a commercial agent. German Market Presence Setting Up Business Operations in Germany 13

14 II. Business Establishment in Germany A branch office can be another way of establishing a business presence in Germany for Italian companies. Branch office (autonomous): Dependant upon head office at internal level, but engaging in business activities independently, e.g.: own management with power of attorney separate bank account accounting (on its own or via head office company) independent business assets (allocated by head office company). No minimum share capital. No separate legal personality. The foreign head office company is fully liable for the debts of the branch office. Setting Up Business Operations in Germany 14

15 II. Business Establishment in Germany The steps for the registration of an autonomous branch office are similar to the establishment of a GmbH. Decision to set up a branch office Entry in commercial register Trade office notification; further licenses or registrations (e.g. in crafts sector) The timeframe for a branch office establishment is ideally 1-2 weeks. The statutory regulated establishment costs for an autonomous branch office are around EUR 300. Setting Up Business Operations in Germany 15

16 I. About Germany Trade & Invest II. Business Establishment in Germany III. Initial Information on Corporate Taxation IV. Incentives Overview Setting Up Business Operations in Germany 16

17 III. Corporate Taxation Germany does not have a consistent nationwide tax rate for the corporate income taxation it depends on the locally varying trade tax. Average Corporate Tax Burden (2013, in %) 1 National German average. Lower overall tax rates in certain areas are possible, e.g. only 22.83% in certain municipalities. 2 Top corporate income taxation rate incl. local taxes; lower starting rates or other special tax rates available. 3 Based on standard rate of IRAP (3.9% of value creation; reduction to 3.5% in April 2014 not yet included). Source: Federal Ministry of Finance (BMF) Setting Up Business Operations in Germany 17

18 III. Corporate Taxation Income taxation of corporations consists of three taxation components. 1. Corporate Income Tax (Körperschaftsteuer) 2. Solidarity Surcharge (Solidaritätszuschlag) 15 % of the taxable income % all over Germany (5.5% of the corporate income tax rate of 15%) % 3. Trade Tax (Gewerbesteuer) Trade tax rates are individually determined by each municipality. Trade tax rates range starts with 7.0 % and the average trade tax rate is around 14 % of the taxable income Starts at 7 % Setting Up Business Operations in Germany 18

19 I. About Germany Trade & Invest II. Business Establishment in Germany III. Initial Information on Corporate Taxation IV. Incentives Overview Setting Up Business Operations in Germany 19

20 IV. Incentives Overview Germany offers various public funding instruments for different business activities. Incentives in Germany Required funding for: Investments Working Capital Research & Development Specific Purposes Personnel Financing available by any of the following public funding instruments (combinations of instruments usually possible) Public funding instruments: Grants Loans Guarantees Equity Capital Mezzanine Capital Setting Up Business Operations in Germany 20

21 IV. Incentives Overview The main funding instrument that significantly lowers investment costs is the Investment Grant program. Investment Grant Objective Job creation by setting up new manufacturing or service facilities Offered in Specific regions throughout Germany Offered as Non-repayable grant, covering up to 40% 1 of eligible costs Eligible costs Requirements Purchase or production costs of new buildings, machinery, and equipment and purchase costs of new intangible assets or salary costs for 2 years Creation of long-term quality jobs Subsidized equipment and positions must remain on-site for at least 5 years Required funding for: Investments Working Capital Research & Development Specific Purposes Personnel Grants Loans Guarantees Equity Capital Public funding instruments: Mezzanine Capital Note: 1 depending on investment location, company size, investment volume, and respective federal state Investment Grant regulation Setting Up Business Operations in Germany 21

22 IV. Incentives Overview To reduce cap-ex, Germany offers Investment Grants of up to 40 percent, depending on the region, the company size, the investment volume, and on respective state regulation. Timeframe Small Enterprises 1 (< 50 employees and EUR10 mio annual turnover or EUR 10 mio annual balance sheet total) Medium-sized Enterprises 2 (< 250 employess and EUR 50 mio annual turnover or EUR 43 mio annual balance sheet total) Large enterprises Predefined C Region 35% 3 25% 3 15% 3 Border area to Poland 40% 30% 20% Nonpredefined C Region 30% 20% 10% D Region 20% 10% max. EUR 200,000 4 C/D Region 30% / 20% 20% / 10% 10% / max. EUR 200,000 4 The bonus of 20% for a small enterprise and of 10% for a medium-sized enterprise is not granted to large investment projects with eligible investment costs > EUR 50 million. An additional aid intensity reduction would apply in these cases. Notes: 1 Includes a bonus of 20%; 2 Includes a bonus of 10%; 3 Until 31 December 2017; aid intensity as in Non-predefined C Regions ; 4 De-minimis-rule Setting Up Business Operations in Germany 22

23 IV. Incentives Overview Depending on the scope of the planned R&D project grants are available at the European, national and/or regional level. European Level: Horizon The EU Framework Program for Research and Innovation: Projects require transnational cooperation EU periodically calls for project proposals mainly targeted for specified research topics National Level: High-Tech Strategy: calls for proposals focusing on 6 future priorities (one of them: Sustainable Economy and Energy) Technology-open programs also available, Central Innovation Program for SME (ZIM) Programs available in all German states Programs usually technology-open Regional Level: Required funding for: Investments Working Capital Research & Development Specific Purposes Personnel Public funding instruments: Grants Loans Guarantees Equity Capital Mezzanine Capital Setting Up Business Operations in Germany 23

24 IV. Incentives Overview When hiring from the pool of the unemployed, different grant programs are available, independent of industry and location. Recruitment support Training support Wage subsidies Objective Finding new personnel Training potential candidates Hiring unemployed candidates Offered in Throughout Germany, independent of industry and location Offered as Non-repayable grant, covering up to 100% of eligible costs Non-repayable grant, covering up to 100% of eligible costs for max. 3 months Non-repayable grant, covering normally up to 50% of eligible costs for max. 12 months Eligible costs Depending on program of local employment agency Labor costs of trainees Costs for training courses Wage costs, including employer s contribution to social security system Requirements Depending on program of local employment agency Only unemployed candidates covered Only unemployed candidates covered Long-term labor contract Required funding for: Investments Working Capital Research & Development Specific Purposes Personnel Public funding instruments: Grants Loans Guarantees Equity Capital Mezzanine Capital Setting Up Business Operations in Germany 24

25 IV. Incentives Overview Public loan programs from different sources are available for all funding purposes. Regional level (State Development Banks) National level (KfW Bankengruppe) European level (European Investment Bank) Usually max. amount EUR 10 million (depending on program) For financing of investment costs and working capital Special programs available for R&D, energy efficiency and other specific purposes Usually max. amount EUR 25 million (depending on program) For financing of investment costs and working capital Special programs available for R&D, energy efficiency and other specific purposes Loans to individual projects with total investment costs exceeding EUR 25 million Loans to local banks and other intermediaries which subsequently lend to the final beneficiaries Public loans offer reduced and fixed interest-rates, long terms, and repayment-free years. Required funding for: Investments Working Capital Research & Development Specific Purposes Personnel Public funding instruments: Grants Loans Guarantees Equity Capital Mezzanine Capital Setting Up Business Operations in Germany 25

26 Contact Tax & Legal Services Mr. Udo Sellhast Senior Manager T F Supported by the Federal Ministry for Economic Affairs and Energy on the basis of a decision by the German Bundestag Germany Trade & Invest GmbH All information provided by Germany Trade & Invest has been put together with the utmost care. However, we assume no liability for the accuracy of the information provided. Setting Up Business Operations in Germany 26