Company Formation

Are you planning on starting a business in Germany or the United States? We can give you comprehensive advice, from helping you find the best business form, to handling the entire formation process, to providing counsel and advice to your business as it continues to grow and expand. Starting a business is a process. It is important to understand the different options before you make commitments, and once you start down the path of creating a company you will want trusted advisors who can help you through the various steps and answer the questions that come up along the way. We specialize in company formation for businesses big and small both in Germany and in the United States.

We are also uniquely suited to advise on interntational business models, including subsidiaries, branch offices, and the many questions that come with running an international business. There are a lot of questions to consider when starting a business. Here are three basic questions to start with:

Control / Investment

The first question is how do you want to structure your business in terms of who makes decisions. Is it just you? Do you have partners – and if so, who makes what decisions? Is a more sophisticated structure with shareholders, a board of directors, and corporate officers necessary? The attendant question to this is, what type of investments are you expecting? Some investors are happy to loan the money with a guarantee of repayment (with interest), and might not care about having any say in business decisions. Others will want to have their say with what happens with their investments. The corollary to keep in mind is: the more say someone has in business decisions, the more liability they have for what the business does.

Liability

One of the biggest concerns for people going into business (or at least, it should be a major concern), is what type of liability are you taking on? There is financial liability (what if the business goes bankrupt, cannot pay it’s expenses, cannot fulfill a contract, cannot pay back it’s loans?) as well as more direct liabilities (what if someone gets hurt because of your product, what if someone loses money because you didn’t fulfill a contract, what if the business infringes on someone else’s intellectual property and gets sued?)Life and business are always full of risks, but you can at least set up your company in a way that would provide you with some personal protection should something with the business goes wrong. This is one of the main benefits of chosing a corporate structure, or any of the “limited liability” (“haftungsbeschränkt”) company forms. These structures limit the scope of liability to the assets of the company, and put up a protective “corporate veil” between the individuals involved in the company (e.g. investors, officers, employees) so that their personal assets are protected from liability.However, there are limits to the protection that company structures can provide from liability that you need to be aware of, for example, criminal behavior. Make sure you understand what type of liability, and what level of protection you are taking on.

Taxes

The third major question for deciding on a business structure is the tax implications. Different company forms are taxed differently, for example: a sole proprietor is taxed once on the business profits as personal income, whereas a corporation pays taxes on its revenue, and then the shareholders and employees pay an additional tax on their capital gains and personal income, respectively.Taxes can get complicated, especially when your company is operating internationally, or when you as an individual have to file taxes in more than one jurisdiction (see Americans abroad: How to avoid double taxation). Again, it is advisable to do your research at the beginning to save trouble or surprises down the road. If you have questions about company formation and what options are best for your business, don’t hestitate to contact us. We are happy to set up an initial consultation to go over your business plan, the various company structures available, and what options would work best for you.Of course, we are also here to advise you through the company formation and beyond. With expertise in German, American, and international business law, we are excited to help your business succeed.Common company forms that we readily advise on include:

United States

Sole Proprietorship
Partnerships
- General Partnerships
- Limited Partnerships
- Limited Liability Partnerships (LLP)
Corporations
- General Corporations (C Corp.)
- S Corporations (S Corp.)
- Delaware Corporations
Limited Liability Companies (LLC)

Germany

Sole Proprietorship (“Einzelunternehmer”)
General Partnership (“Offene Handelsgesellschaft” – OHG)
Limited Partnership (“Kommanditgesellschaft” – KG)
Limited Liability Company (“Gesellschaft mit beschränkter Haftung” – GmbH)
Entrepreneurial Company with Limited Liability (“Unternehmergesellschaft (beschränkter Haftung” – UG)
Stock Corporation (“Aktiengesellschaft” – AG)