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LTD./GMBH
We have been active in the FRG since 1995. The Limited Company like a GmbH has legal capacity worldwide
Reasonably priced, quick, simple,
- without capital commitment and without risk
The high costs and necessary capital commitment for the establishment of a public limited company, as a rule a GmbH, is often an obstacle for company founders in Germany. The appearance of the sole trader in the public is mostly associated with "small" or "one-man-operation" and does not have the image of a company. With the accession of England into the European Union the situation has fundamentally changed. With the foundation of a "Ltd. Company" in England or Ireland, corresponding to the German GmbH, the risk can be limited and without huge costs and capital commitment. Therefore, it is particularly suitable for small and medium-sized companies with low capital requirements. The advantages of the English Ltd. Company as compared with the German GmbH are:
 The foundation is cheaper and quicker.
The foundation does not require any legally prescribed capital stock of 25,000 EURO
such as in Germany.
The Ltd. Company has legal capacity and is authorised to be commercially active in
Germany. The business operations can be immediately started. An entry in the
Commercial Register or a business registration are legally not required, you need
only notify the relevant authorities. Through EU law your Limited Company has
the same rights and also obligations as a GmbH.
The Ltd. Company is numerically the most widely dispersed form of company in
the United Kingdom and enjoys a good reputation worldwide. It conveys
the impression of seriousness and professionalism and affords the company
an air of internationality.
Through the double taxation treaty in the European Community taxes are only
due in Germany.
An assessment by an auditor is not necessary.
The Ltd. Company gains legal capacity with the handing-over of the articles
of incorporation by the registrator and it can immediately commence business
and conclude contracts. A further certification is not necessary.
The company name can almost be freely selected. In each case the company name
must contain the addendum "Limited" or "Ltd.".
No restrictions exist with respect to the nationality of the shareholders or directors.
British citizenship is not required.
A company address must however be located in the United Kingdom. A physical
address must belong to this. It is therefore not a letterbox company. (We offer this
service for an annual fee of EURO 375), which is included in the foundation price
for the first year.
A Ltd. Company, which is not a member of a corporate group, must submit to
the registrator for public limited companies – at the latest ten months after the
lapse of the business year – copies of its annual accounts in an abridged or
simplified form. The annual accounts consist of the balance sheet and the calculation
of profit and loss. If the company was not operational in the UK, we submit a zero
balance sheet.
In the case of liquidation the creditors can only make a claim to the existing assets of
the company. The private assets of the entrepreneur and possible partners is not
touched (see §52 -58 Maastricht EU treaty). The partners can immediately set up/
run a new Ltd. Company without restriction.
A Limited Company, if desired, can be quickly and simply registered by a public notary
in the German Commercial Register.
Our offer: We arrange for you the registration as a “Limited Company”
After the finalisation of the contract and payment of the fees including our
professional fees your company is registered within a week in England. You will
receive the official articles of incorporation, the partner contracts with the
German translation and can commence your business activity immediately in Germany.
The price of EURO 1.100 plus VAT encompasses the following services:
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- Registration costs including our handling fees plus foundation documents in 3-fold
version with a German translation
- Memorandum of Association (Foundation certification), Articles of Association
(Company Statutes)
- Extract from the Commercial Register with the German translation (available approx.
2 weeks after the foundation)
- First annual fee for allocation of the company address (to be renewed annually, see
above)
- Rules and regulations regarding the management of the public limited companies in
the German language
- Information regarding the current corporate taxation in Great Britain
- Fiscal tips
- Tips for success
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So simple and reasonably priced like never before. Compare our offer with the costs of the foundation of a GmbH (professional fees and charges can add up to ca. 2000 - 3000 EURO). Set up your Ltd. Company - without risk - without capital commitment and without personal liability! We would be happy to answer any further questions.
Info Letter
The German authorities, including the Chambers of Industry- and Commerce, have no interest in any information of the entrepreneur regarding this topic, as the foreign companies signify for them less control and less influence. Tax consultants and public notaries do not actively encourage the establishment (of such companies), because they fear not being technically able to keep up with these requirements and/or of losing their fees. And many German businessmen can´t adequately inform themselves about all the opportunities of foreign corporate structures.
How is the English or Irish Limited Company treated in Germany from a fiscal point of view? As regards fiscal matters it depends on which kind of business is transacted. Essentially, taxation would be undertaken on all global income in England (therefore according to the lower corporation tax rates, currently between 19% and 33%) or in Ireland (12% for all business outside Ireland). At the same time, one should pay attention to the double taxation treaty between Germany and England and/or Ireland. Here it has been agreed that a foreign permanent establishment (e.g. one, which acquires and/or produces independent business ...) is to pay tax on its respective turnovers in the country, in which this permanent establishment is located. Whether an office of an English or Irish Limited Company situated in Germany is liable to German taxation; also depends essentially on the question whether the earnings are attained, which can be transacted outside in part or in whole via London or Dublin. If no permanent establishment in the taxation sense exists in Germany, the sole taxation of the global income in England is undertaken at the lower rates. In the FRG active Limited companies are liable under German regulations - see "Fiscal aspects".
In this case, we advise you to set up an "independent branch" (independent, as the head office is located elsewhere), which you can quite simply establish in Germany. It must be registered at the local office for trade, where the branch is located (§14 par.1, in prep., par.4 of the GewO (Gewerbeordnung <<Trade regulations>>). Provided that no activities subject to approval such as restaurants, foodstuffs, pharmacies, and workshop firms (master craftsman or franchise holders) etc. exist; it is not necessary to acquire a license for this, but rather merely issue a notification. A notification in German legalese means nothing other than "announcement", i.e. you are not dependent on any "approval"or "consent" of the office for trade. The office for trade must subsequently confirm the receipt of the commercial notification within three days. This, which is called in common parlance as a "trading license", is nothing other than confirmation. The administrative fees amount to between 15 and 50 EURO depending on the region. With foreign companies the office for trade could normally prohibit the activity, if the company does not fulfil certain prerequisites. This however does not apply to English or Irish Limited Companies, which had to be added to the trade regulations because of the guidelines of the European Union, which expressly stated that this prohibition for companies from EC countries is not possible. Through the trade regulations all companies from the states of the European Union, and therefore all the Limited Companies from England and Ireland, are put into the same category as German companies. No discrimination is undertaken on the part of the office for trade. For workshop businesses an entry must be applied for in the register of qualified craftsmen, which must be handed over as a Limited Company, if all usual prerequisites are fulfilled.
If you would like to enhance the status of the German branch, you can set up a branch independent of this as defined by commercial law and register this in the Commercial Register. For this purpose an entry in the commercial register must be undertaken through a German public notary. In this regard quite considerable registration costs with the public notary and court can arise. For this reason, this should only be taken into consideration, if good reasons for this separate entry in the Commercial Register of the branch are presented. As regards corporate law this is not required. Of course, it is also possible to set up a German GmbH as a daughter company of the English or Irish GmbH. The English or Irish Ltd. would then retain all shares of the daughter GmbH. The costs can run up to 3,500 EURO plus the required capital stock of 25,000 EURO. This only proves worthwhile within a specific international corporate development, in which the German GmbH plays a certain role.
The English and Irish Limited Company itself is operational through its managing directors and/or authorised agents in Germany. Fundamentally, a company put forward with us has legal capacity worldwide, is legally recognised and in the position to be commercially active everywhere. As proprietors or managing directors or all authorised agents (e.g. trustees) you can represent the Limited Company worldwide, which is active for you, as well as in Germany.
If you want to set up a company or to change your independence into a commercial form and at the same time safeguard your private assets, then establish a Ltd. Company. You can have legal capacity here in Germany, the EU and internationally. We organise everything for you for EURO 1.100 plus VAT (tax deductible)!
As reading matter we recommend to you the book "Steueroasen 2004 / 2005" <<Tax Havens 2004/2005>> by Hans Lothar Merten, published by the Metropolitan publishing house.
The English Limited Company
Company with limited liability on a joint-stock basis
The English Limited Company (Ltd.) is to be compared with a German GmbH, a Ges.mbH, a French SARL or Dutch BV etc. and also possesses the same rights. Nevertheless, the foundation conditions are simpler than many. You do not need to invest or prove any capital, the expensive recourse to the public notary is omitted, the partner contracts (Articles & Memorandum) are construed so that every single commercial activity can be conducted, there are hardly any restrictions in the selection of the name and within 6-8 days you will possess the statutory permission to perform global commercial operations.
Even, if you transact all your business only in Germany, Austria or France or ..., with your Limited Company you have no disadvantages at all for a domestic company. On the basis of the EU regulations (Maastricht treaty Art. 52 - 58) and all additional regulations pertaining to commercial law the Limited Companies have the same rights and may, legally stated, not be placed in a worse position or treated differently than domestic companies. In the FRG a Ltd. Company is regarded as having the same rights and obligations as a GmbH. Of course, you can register a trade with each Limited Company. The issuing of a trading license is not dependent on any approval. The company can be registered without problems, if desired, in the German Commercial Register - see European Court - ruling of 9th March 1999 - ruling 212 as well as ruling of 5th November 2002 - ruling C-208/00 at www.europa.eu.int
You can decide how many shares and at which price per share (shares in the Limited Company) you want issue and of course to whom. You can freely choose, who and how many people should be the directors, and you can appoint these without the help of a public notary and later dismiss them again. If you desire anonymity, we would gladly appoint the so-called nominees (trustees), who are then registered in your place and officially represent the company. You vest the trustees with full powers of attorney so that they have at their disposal your company as co-called "Beneficial Owners" (actual owners of the company). There are trustees for the posts of the director, secretary and shareholders. These are the positions, which are officially retained in the English Commercial Register. The English Commercial Register is accessible to everyone at:
 
If you intend to set up a company, to establish an additional company or perhaps a subsidiary of your GmbH here in Germany or within the EU, then a Limited Company would certainly be sensible. At the same time, you safeguard your private assets, as a Limited Company can only be made liable with the company's assets. If you want, for example, to acquire real estate in Spain, you will save on the land transfer tax to the amount of 7%, if the real estate is purchased in the name of the Limited Company. Of course, Spanish VAT is inapplicable.
With your Limited Company you are essentially legally in the position to open up and keep bank accounts all over the world. We open your business accounts for you with the desired bank in England, of course also combined with a trustee service here in Germany – see "Trustee service".
If required, we will also register your new business in England for the purposes of VAT (VAT registration), by which the English fiscal authorities (Her Majesty's Customs & Excise) assign a Europe-wide valid turnover tax ID number. The British rate of taxation currently lies at 17.5%. Incidentally, the system of turnover tax functions in the whole EU absolutely the same (even with the input tax deduction entitlement). For the application of a VAT number you must have a UK bank account - see "Opening a bank account".
We will gladly provide you with the opportunity of a private domicile name in England as a main- or secondary place of residence. You can license your vehicles to your new company. We advise you at this point to be confidential and serious. The next step: choose a company name, you will need an application form and after the verification of the availability of your company name only two weeks later you can be the partner and managing director of your own Limited Company or you can take over an already founded Limited Company and be operational within 24 hours.
On the Internet at: www.energize-consulting.de you can print out the official application forms as well as the sample form. Likewise, you can check the desired company name via a link to the central office of the Commercial Register (Company House) - click on "Application" on our homepage.
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PRICE LIST
- Company set-up costs
including: Registration, initial annual fee for allocation of the company address and the handling fees. Ready in 8 – 10 days. All documents with a German translation. The extract from the Commercial Register, is dispatched after the entry (approx. 2 weeks later)
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EURO 1.100,--
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- Ltd. Company foundation with Doctor-/ Professor or with title of nobility
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EURO 1.475,--
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- Stock companies
(Already founded Ltd. Companies, request our list)
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EURO 1.350,--
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- Ltd. Company foundation on the same day with the desired name (Same day)
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EURO 1.600,--
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- Anonymity/Trustee-Ltd. Company foundation incl. bank account ( see information )
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EURO 4.750,--
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- Trustee/ Secretary (unique with the foundation of the Limited Company)
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EURO 300,--
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- Change of name of the Limited Company
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EURO 300,--
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- Opening a bank account in the UK or FRG (with a German bank only in association with the trustee service)
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EURO 1.100,--
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- Allocation of a German or UK address - annually
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EURO 425,--
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- Mail forwarding service - annually plus postage
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EURO 750,--
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- Fax forwarding service - annually plus EURO 0.65 per page (payable quarter-annually)
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EURO 750,--
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- ISDN-Tel. with call diversion from UK or FRG - annually plus telephone + connection fees
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EURO 750,--
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- ISDN-Tel. with answer and fax notification - annually
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EURO 1.100,--
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- Extract from the Commercial Register or HRA (Commercial Register) change
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EURO 110,--
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- Translation of the extract from the Commercial Register
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EURO 60,--
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- Notarial authentication of the legal document/ extract from the Commercial Register
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EURO 125,--
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EURO 400,--
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- Striking the Limited Company off the Register (incl. withdrawals)
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EURO 550,--
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- Apostil (notarial authentication of the regional notary)
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EURO 350,--
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- Consulting/advice fee per hour
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EURO 148,--
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- Registration for English VAT
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EURO 200,--
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- Application for trading license with your district
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EURO 145,-- |
- Company seal of your Limited Company
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EURO 80,-- |
- Office address in Bielefeld with telephone answer-, fax forwarding-, mail forwarding service, secretary (costs for six months)
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EURO 1.300,-- |
We also arrange: (detailed, written information upon request)
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- Irish Non-Resident-Companies (marginally liable to taxes)
possible with the trustee service, company address, postal service, account opening
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- PLC-Companies (public limited companies) (Listing on the London Stock Exchange)
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- Off-Shore-Companies Non-Resident (tax-free)
e.g. Isle of Man (English Channel Islands), Jersey, Guernsey, Gibraltar, Bahamas, British Virgin Islands, USAand Spanish SL etc.
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All prices are understood to be as exclusive of statutory VAT.
We accept Visa - MasterCard - American Express
We always have a large selection of already founded Ltd. Companies on file, which we can assign to you within 24 hours. Your own Limited Company in 24 hours!
If you wish to arrange a non-binding meeting with us, we would be happy to advise you.
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Trustee Service
Some business people desire anonymity at all costs. Others, on the other hand, may have a business idea, however for various reasons they cannot implement this. Also, if their "old company" had to register as bankrupt, professional disbarment was conferred or as a result of negative entries with the Schufa credit reform, often through no fault of one's own one cannot make a new start, we will make you legally competent again through the legal process. In this case, we offer you a good solution: you authorise us as trustees with the foundation of a Limited Company. Now, what does the procedure entail?
We intercede for you as trustees; that means we are registered as partners in the English Commercial Register and consequently officially represent your company. Naturally, you are the so-called Beneficial Owner. We vest you or a person named by you with a general power of attorney, as well as a trustee contract, which is notarially authenticated. You or the person named by you, therefore have the company at your disposal.
Claims from earlier business activity against you personally or assets of your earlier business of course still exist, although assets of every type can be transferred to the new Ltd. Company.
Within the scope of our trustee service we likewise provide, on behalf of the new Limited Company, an account with a German bank in your town for you to open, which is indispensable in the case of credit-worthiness problems. As you are provided with a general power of attorney only you or another person named by you have this account at your disposal. A complete service, which is practical for many business people, if anonymity is to be safeguarded or the restriction of new business operations, as a result of action carried out in the past for which you were not to blame, is to be evaded.
The costs for the above-described combination, which offers the correct or perhaps also the only possibility, of being legally fully operational, is graded as follows:
Foundation of the Limited Company EUR 1.100,--
Nominee/Trustee Service EUR 2.200,--
Bank account opening (if desired) EUR 975,--
Mediation fees EUR 475,--
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Total EUR 4.750,--
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All prices apply plus the statutory VAT. Please pay attention to the fact that the costs for the trustee service EURO 2000 are payable annually, likewise EURO 375, for the registered business address in England (this EURO 375 is already included in the costs for the foundation of the Limited Company for the first year).
You can withdraw from the trustee contract at any time. The professional fee to be paid in advance is not reimbursed in the event of termination. All charges and professional fees are to be paid in advance and indeed via transfer to our account at the Volksbank in Steinhagen, or you can enclose a cheque with your application to the level of the total sum, the remaining amount of 50% can be deposited with your public notary. (Please ensure that your public notary will issue you with an invoice for these services.)
The trustee service - in the above-described combination - has full legal capacity. According to the Maastricht Treaty and also according to German law, this combination can be applied everywhere in the European Community.
Full anonymity for the actual proprietors is absolutely guaranteed, their identity is recorded nowhere. Information between you and us is regarded as a private affair. The next step - call us – in conjunction with you we will find a suitable structure for your situation in a strictly confidential manner and three weeks later it will be legally settled (incl. bank account).
Now you have the opportunity to become legally operational once again with a bank account for the Limited Company. We can even put in an application for your trading license. Take the step like thousands of other people, who have regained legal capacity. Arrange a meeting with us; we would be happy to advise you without any obligations.
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