For foreign corporations the registration of a branch establishment might be a reasonable alternative to establishing a German subsidiary. We provide you with a quick and smooth preparation and we will handle the registration proceedings. On demand we can provide you with an address for your branch. Furthermore, we can provide you the necessary tax and accounting services in cooperation with our tax consulting firm.
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Details Application of a branch office in Germany
A branch establishment is not a separate legal entity from the enterprise of the main establishment. In legal and organisational terms it is part of the enterprise of the main establishment and, in that respect, subject to the laws of the main establishment. If the branch establishment is set up by a foreign corporation, its internal constitution is subject to the memorandum and articles of association as well as the applicable foreign law.
Despite its internal dependency on the main establishment the branch participates in business transactions in a legally independent manner. The legal relationships of the branch establishment with its customers is subject to German law.
German law applies for the legal treatment of the branch establishment in Germany (more particularly entry in the commercial register).
In accordance with §§ 13 ff. HGB (German Commercial Code) a branch establishment is a branch which is geographically separate from the main establishment and which is created as an additional, permanent centre of the corporation and it is required to be registered in the trade register.
The branch establishment must be organised in such a way that it is possible that it can attend legally independently in business transactions, i.e. the branch has to be able to continue existing in case of cessation of the main establishment. The branch’s transaction has to be the same business purpose as the entire corporation. The branch has to have a certain legal independence. It has to have its own management, the freedom of dispose in its own way as well as it is required that the branch has its own business assets allocated by the main establishment. Furhtermore the transactions of the branch are reported separately in the balance sheet of the corporporation.
The branch establishment comes into existence by the actual incorporation. The entry in the trade register is only declaratoly. The resolution on the incorporation of the branch has to be made by the managing directors of the main establishment. The establishment of the branch has to be registered at the trade register.
We will draft all required documents (e.g. shareholder’s resolution, application for the trade register). The application for the trade register has to signed by the managing director of the corporation. He will be the Managing director of the branch as well. The signature has to be either certified at a notary public (p.r.n. with apostille and certified translation) or at a German embassy or consulate.
With regards to the application for the trade register it is required to prove the existance of the main corporation who are the persons who are allowed to represent the company. Therefor you will basically need a certified and apostilled excerpt from your local trade register and certified and apostilled articles of association.