What is the difference between GmbH, UG, LTD ...

質問

Hi! We are based in Germany and France and would like to know which type of company would be most suitable for a technology startup. Our base of operations will in all likelihood be Berlin and the founders are all EU citizens. We have noticed a lot of "UG"s out there. Why is it so popular? Thanks!

回答: 3 公開 & 0 非公開

Bd4a953a5c
IPコンサルタント

Go for UG , incorporated company in germany base on your operations.This GmbH reform introduced an option to enter a GmbH by way of founding an Unternehmergesellschaft (haftungsbeschränkt) (Entrepreneurial Company (with limited liability)), abbreviated to UG (haftungsbeschränkt). By creating the UG (haftungsbeschränkt), legislators intend first and foremost to facilitate entrance into a GmbH at a later date for founders who have only low capital requirements.The German limited liability company (GmbH) is a legal person having its own rights and duties. These rights and duties exist separately from those of the shareholders. The GmbH is, itself, able to sue others and can be sued; it may be the owner of movable assets and land plots and it has its own assets which are separate from the shareholders– assets.The company may also be founded by one single shareholder. Foreigners are also able to found or participate in a GmbH without requiring special authorisation. I think for your model UG see as best, rest you can keep in touch with us on www.ipforstartup.com

Default icon
弁護士

As you have already been told, the UG (haftungsbeschränkt) is so popular because it does not require a statutory capital of more than EUR 1.0. But before choosing this "cheap" legal form you should particularly consider the following:
For gaining some confidence in the market you should try to start with a higher capital. For the UG this capital has to be paid in total before the company can be registered. Because the UG is aimed to become a "real" GmbH you are legally bound to save at least a quarter of the company's yearly net income for raising the capital up to EUR 25,000.00 on a later stage. This then requires another notary act.
Therefore, if you should be able to invest some thousand Euro in the capital and see a possibility to reach the profit zone within the first years, the GmbH could become more attrractive:
Mainly, in the GmbH the profits can be spread without special regulations. Although it requires a capital of EUR 25,000.00 right from the beginning, the GmbH can be registered by paying only a quarter on every share and EUR 12,500,00 in total. The date for the payment of the rest of the capital can be determined in the articles quite freely. So, in some cases choosing the GmbH can be cheaper in the end and even if the UG by now is accepted in the market the Reputation of the GmbH still is remarkably higher. For getting some specific advise you can always contact us (www.lfr-wirtschaftsanwaelte.de)

A81310fe66
弁理士

Germany introduced the Gesellschaft mit beschraenkter Haftung (GmbH, private limited liability company) over 120 years ago as capital company. According to the Law (Gesetz betreffend die Gesellschaften mit beschraenkter Haftung, GmbHG), 25000 EUR are required as minimum capital. For the GmbH this capital may partially or fully consist of non-cash capital, e.g. equipment, car, real estate.

In response to the UK Limited Company (Ltd), also usable in Germany under free movement in the European Union (EU), the Unternehmergesellschaft (haftungsbeschraenkt) (UG, private limited liability entrepreneurial company) was introduced in 2008 as a more attractive alternative for business starters.
Basically, the UG is a GmbH requiring only 1 EUR Minimum (cash) capital. However, UGs typically have about 10000 EUR.
Thus, a UG is easier / cheaper to start than a GmbH.

The UG has been widely accepted and replaced the UK Ltd.

For these reasons, the UG is presently very popular and trendy.
However, the conventional GmbH has a better Standing - which counts a lot!

Thus, if the founder(s) can provide the (cash or non-cash) capital, the GmbH is preferable over the UG.

By the way, for a quick start, it may be advisable to buy a shelf company (Mantelgesellschaft, for example Vorratsgesellschaft).

Further information:
DE Gesellschaft mit beschraenkter Haftung (GmbH, private limited liability company) https://de.wikipedia.org/wiki/Gesellschaft_mit_beschr%C3%A4nkter_Haftung_(Deutschland)
DE Unternehmergesellschaft (haftungsbeschraenkt) (UG, private limited liability entrepreneurial company) https://de.wikipedia.org/wiki/Unternehmergesellschaft_(haftungsbeschr%C3%A4nkt)
UK Limited Company (Ltd) https://de.wikipedia.org/wiki/Kapitalgesellschaft_(Vereinigtes_K%C3%B6nigreich)

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