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So that we can assess your case a little more precisely, we need some information from you so that we can get off to the best possible start: What are the to-dos for us?*

Tax returnAnnual financial statementsFinancial accountingPayroll accounting
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What income do you have?*

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Are you married?*

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To better understand your case, we need some information from you so we can start optimally: What are the tasks for us?*

In the case of another form of company

In the case of a GmbH

Already entered in the transparency register. Registration should be done by KLAIBER Annual inspection by KLAIBER

What is your estimated sales/profit in the previous year or for the current year?

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FAQs

How can I ensure that my tax matters comply with current legal regulations and provisions?

Don’t worry! The KLAIBER Group is always up-to-date on the latest legal regulations and keeps them in focus during consultations.

What needs to be considered when recording companies based abroad for VAT purposes?

We will be happy to support you! It would be important to complete the following questionnaire in advance: https://www.bundesfinanzministerium.de/Content/DE/Downloads/BMF_Schreiben/Steuerarten/Umsatzsteuer/2023-12-06-vordruckmuster-in-deutscher-sprache.pdf?__blob=publicationFile&v=3

Founding Consultation for Limited Liability Companies (GmbH) and Entrepreneurial Companies (limited liability)

Can I deduct the costs incurred during the founding process?

In principle, yes. The costs of establishing the company are generally borne by the shareholders since they do not directly pertain to the company. If the company pays for these expenses, they may be considered a hidden profit distribution. If the company is to cover the founding costs (such as notary and court fees), this must be stipulated in the articles of association. Typically, such a clause will include a maximum amount for these costs (recommended at no more than 10% of the share capital) and should list the specific expenses to be covered. If a valid clause is in place, the founding costs are considered operating expenses under commercial and tax law and can be deducted.

Do I have to prepare a balance sheet?

Yes - every limited liability company, regardless of its size or turnover, is required to prepare a balance sheet. This is mandated by commercial law (§§ 238 in conjunction with 6 HGB, § 13 para. 3 GmbHG). There are no thresholds, as with registered merchants or businesses not entered in the commercial register.

Does a tax advisor have to prepare and audit my balance sheet?

No. There is no legal requirement for this (only larger companies may have a legal audit obligation). However, the KLAIBER Group recommends involving a tax advisor, as balance sheet preparation involves many requirements (such as disclosing the balance sheet, submitting it to the tax authorities via appropriate channels, etc.). Furthermore, a tax advisor can assist in structuring economic and tax conditions effectively.

A GmbH has limited liability with its share capital, i.e., 25,000 euros, correct?

No. A GmbH is liable with its corporate assets, which can be more or less than the share capital. The share capital must be available to the company at the time of incorporation. After registration, the share capital is generally usable and does not need to be withheld. It can be used, for example, to pay office rent or purchase computers (note: the share capital cannot be distributed to shareholders). Legally, a GmbH is an independent legal entity and is therefore liable in cases of damage with all its corporate assets.

Isn’t a GmbH & Co. KG better?

Maybe. A GmbH & Co. KG is a special form of a limited partnership (KG). It is formed by combining a GmbH and at least one additional partner (usually an individual) as a partner in the KG. A KG has two types of partners: general partners who have unlimited liability and limited partners whose liability is limited to their capital contribution. The distinctive feature of a GmbH & Co. KG is that the general partner role is filled by a GmbH. This allows for the partnership structure of a KG to combine with the limited liability of a GmbH, creating a “limited liability partnership.” This structure is legally and tax-wise more complex than a GmbH, but it may offer advantages in certain cases. The KLAIBER Group will advise you based on your specific circumstances and needs.

Can I start with a sole proprietorship and later “convert” it into a GmbH?

No, but you can transfer it or contribute the business to a GmbH. A business not registered in the commercial register (a so-called sole proprietorship, as well as a civil law partnership) cannot technically be "converted" into a GmbH or UG (limited liability). If such a business is to continue under a corporation, the process differs: Initially, a corporation would need to be newly established, effectively standing “empty” alongside the sole proprietorship. Then, all assets of the sole proprietorship must be transferred to the GmbH, or the entire business can be contributed as an asset to form the share capital. This requires that any third-party contracts are transferred with the approval of the contracting parties. An alternative approach, although more complex, is to register the sole proprietorship in the commercial register as a registered trader (e.K.) and subsequently “spin off” the business into a corporation under corporate transformation law. The advantage of this method is the universal succession, meaning liabilities transfer to the corporation without the need for creditor consent. This method is only available for commercial businesses, not for freelancers, as freelancers cannot register as e.K. in the commercial register. In any case, the tax implications of these procedures must be considered, as various special regulations and options apply under the Corporate Taxation Act or Income Tax Act. Expert tax advice is essential in these situations.

Withholding Tax

I don’t have 25,000 euros in capital. Is there another way to start directly with a GmbH?

Yes, there are some allowances. First, the share capital of a GmbH can be contributed in the form of assets. Any asset of economic value can be considered as a contribution, not only goods but also claims or rights. However, the shareholders’ work cannot be contributed as an asset. This option is only available when founding a GmbH; it is not allowed for a UG (limited liability). In addition, the GmbHG allows the company to be registered if at least a quarter of the nominal amount is paid for each share, and at least half of the minimum share capital is reached in total. This allowance is only valid if it is a GmbH formation and no contributions in kind are agreed upon. Naturally, the shareholders remain obligated to pay their full contributions even after the company is registered and may be required to do so by the company following a resolution by the shareholders’ meeting. The law does not set a specific deadline for this, but stipulations may be made in the articles of association.

How can I get overpaid withholding tax refunded?

If you have had excess withholding tax deducted, you can generally request a refund from the country of origin. While requirements vary from country to country, the general procedure is quite similar: First, you will need to complete the refund application and provide a current certificate of residence. These forms are available from the BZSt. If the refund application already includes a residence certificate, you won’t need a separate form. Complete these documents and have them confirmed by your local tax office. Then, you can submit the applications along with the income statement to the foreign tax authorities. They will process your application, and you will receive a refund of the excess withholding tax. Please be patient, as it may take several months to receive the refund.

How does creditable withholding tax affect me?

Part of the deducted withholding tax can be credited against the capital gains tax, reducing the amount you need to pay. The applicable creditable portion is determined by the double taxation agreement that Germany has with the respective source country. You can find an overview on the BZSt website.

What should I consider when claiming a withholding tax refund?

There are several key points to consider when requesting a refund: Statutes of limitations vary by country. Documents must be submitted in full and in their original form. Long processing times may apply with foreign tax authorities. Fees may be incurred (e.g., notary fees, postage costs). Different countries require various additional forms besides the refund application. In most cases, no additional documentation or confirmations from us are necessary. The required forms can be found on the websites of the respective foreign tax authorities or gathered on the BZSt website.

What is withholding tax?

Withholding tax is the capital gains tax that foreign tax authorities withhold directly, essentially at the “source.” It cannot be offset with the German tax exemption order and is therefore applied in addition to German capital gains tax. If you have earned capital gains abroad, you will receive the net amounts after the withholding tax is deducted in your account.

What is a Double Taxation Agreement (DTA)?

A double taxation agreement is an arrangement between two contracting states that determines which country has the right to levy taxes and to what extent. It also regulates the creditability of withholding tax. An overview of this can be found on the BZSt website.

The Spanish SL – Frequently Asked Questions about Company Formation

What is a Sociedad Limitada (SL)?

A Sociedad Limitada (SL) is one of the most popular corporate forms in Spain, comparable to a limited liability company (GmbH) in Germany. The liability of shareholders is limited to their contributions.

What are the advantages of an SL?

Limited liability for shareholders Flexibility in management Low minimum capital requirement (3,000 euros) Suitable for small and medium-sized businesses

What are the disadvantages of an SL?

Obligations for accounting and annual submission of financial statements Formation process can be bureaucratic and time-consuming

What is the minimum capital required to establish an SL?

The minimum capital is 3,000 euros, which must be fully paid in.

What steps are required to establish an SL?

Reserve the company name: Apply for a "Certificación Negativa de Nombre" from the Central Commercial Registry. Open a bank account: Deposit the share capital and obtain a bank certificate. Notarial founding act: Sign the deed of incorporation before a notary. Register with the Commercial Registry: Register the SL with the local Commercial Registry. Tax registration: Apply for a tax identification number (CIF) and register with the tax office. Draft the articles of association: Define the company's structure and internal rules.

How long does it take to establish an SL?

Formation can take between two weeks and two months, depending on the speed of the bureaucracy and the completeness of the submitted documents.

What documents are needed for the formation?

ID cards or passports of shareholders and directors Company name certificate (Certificación Negativa de Nombre) Bank certificate of paid-in capital Articles of association (Estatutos Sociales) Notarial deed of incorporation

Can a foreign person establish an SL in Spain?

Yes, foreign persons can establish an SL, but they will need a Spanish tax number (NIE).

What taxes does an SL in Spain need to pay?

Corporate tax (Impuesto de Sociedades): 25% of profits. Value-added tax (IVA): Standard rate of 21% (depending on the type of products/services sold). Income tax for employees (IRPF) and social security contributions.

What accounting obligations does an SL have?

An SL is required to maintain proper accounting, prepare annual financial statements, and submit them annually to the Commercial Registry. This also includes filing tax returns and paying taxes.

Does an SL need to have a director?

Yes, an SL must have at least one director (Administrador), which can be an individual or a board.

Can an SL be founded by a single person?

Yes, an SL can be founded by a single person and is then referred to as a “Sociedad Limitada Unipersonal” (SLU).

Can the SL have its registered office abroad?

No, the SL must have a legal registered office in Spain, although it can have branches abroad.

What are the ongoing costs associated with running an SL?

Accounting and tax advisory fees Costs for filing annual financial statements Social security contributions for employees and directors Additional operating costs depending on business activity

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