GmbH - AG - GmbH & Co. KG - foreign companies
We provide legal and tax advice before, during and after the formation of partnerships and corporations in Germany and internationally.
Based on your economic goals, we will recommend the appropriate form of company for you and draw up the articles of association. If notarial certification is required, we work together with proven partners and take over the preparation and coordination. As a client, you can rest assured that we will be able to react from one day to the next if necessary.
Please contact us if you would like us to advise you reliably and competently on the establishment of the following companies. Your contact person is Attorney Marco Rössel.
Corporations - establishment of a limited liability company, AG
A corporation is often the right solution if there are major liability risks or if you want to keep the company separate from your other assets. If you are interested in distributing profits later for tax reasons, a corporation can be used as a "moneybox".
Together with the tax advisors of the law firm Lübeck and colleagues, we recommend the "right" corporation. We draft custom-made incorporation and partnership agreements and coordinate the execution of the incorporation with the notary and the commercial register. Your contact person is Marco Rössel (069/71672670).
The Gesellschaft mit beschränkter Haftung (GmbH) is a legal entity under private law in which other legal or natural persons participate with a capital contribution. As a legal entity, the GmbH is an independent bearer of rights and obligations: it can acquire property, conclude contracts and sue and be sued in court. As can be seen in the designation, the GmbH is only liable with its corporate assets, but not with the private assets of the partners.
In addition to the GmbH, there is the limited liability company (UG,"Mini-GmbH"). This makes it possible to establish a limited liability company (GmbH) with a lower share capital than the actually prescribed EUR 25,000.
A joint-stock company (AG) is an association under private law. It is a corporation in which the share capital is divided into shares. Joint stock companies can acquire new capital more easily by issuing new shares than many other forms of companies, especially if the company is traded on the stock exchange. For this reason, the joint-stock company is the corporate form of choice for large companies, but also for fast-growing companies, for example in new branches of the economy. Especially for listed companies, there is the possibility that small investors can also participate and thus participate in the company's success or failure.
It doesn't always have to be a GmbH.
Often enough we come to the conclusion, together with our clients, that a partnership, whether a partnership under civil law (GbR), a general partnership (OHG) or a limited partnership (KG) is the more sensible and also cheaper solution.
Based on your business goals, we will recommend the appropriate form of company for you and draw up the partnership agreement and take care of the formalities. Your contact person is Marco Rössel (069/71672670).
The GbR (also known as the BGB-Gesellschaft) is an association of persons who undertake to promote the achievement of a common purpose in the manner determined by the contract through a memorandum of association. It is not a commercial company; this distinguishes it from OHG and KG. Especially representatives of the liberal professions - e. g. doctors, lawyers, tax consultants, architects - use this partnership.
An OHG is the result of the will of the partners to operate a commercial business under a joint company. As with the GbR, the partners are in principle equal partners and have unlimited liability with their private assets. The OHG is entered in the commercial register with its company name and its shareholders. Also the entry or exit of a shareholder, the change of the company name or the relocation of the registered office of the OHG must be registered.
In the KG, the partners also merge to form a joint operation of a commercial business. In contrast to the OHG, liability with private assets is excluded for certain shareholders (limited partners) while at least one other partner (complementary) is liable with all personal assets.
The KG has evolved into the hybrid form of a GmbH & Co. KG, in which a limited liability legal entity (also Ltd. or AG) is the general partner. This way, you can obtain a limited liability partnership that may be of interest to you for tax purposes and because of the lower administrative costs.
doctors and professional associations of doctors
Together with the tax advisors of the law firm Lübeck & Kollegen, we have been looking after doctors for many years who either work in individual practices or have joined forces with other doctors.
We are therefore your competent partner when it comes to all tax and legal questions of medical cooperation. This also includes the discussion with the respective relevant associations of statutory health insurance physicians. Your contact person is Marco Rössel (069/71672670).
A joint practice/professional association is a form of cooperation between at least two doctors for the joint exercise of their professional activities, originally in common practice rooms, now also possible across locations and disciplines. Joint practices of contract physicians are treated as an economic unit in the accounting relationship with the Association of Statutory Health Insurance Physicians and must be approved by the Admission Board. Joint practices also act as a unit for the patient, whereas in the area of liability (e. g. for errors in treatment) the individual doctors are personally liable.
In contrast to this is the joint practice, in which physicians' practices are legally independent of the patients and the Association of Statutory Health Insurance Physicians in shared rooms.
A medical care centre (MVZ) is a multidisciplinary, physician-led facility in which the physicians work as proprietors (contract doctors) or employees. Members of an MVZ may also be hospitals, health care providers or other service providers in accordance with the Social Code.
The employment of other doctors has become much easier in recent years. Today, contract physicians can dispense with their admission in favor of employment with another doctor, a joint practice or an MVZ without losing the billing volume. The filling of the positions created in this way is the sole responsibility of the medical employer.