Gültigkeitsgebiet: Bundesweit
Here you will find information on your rights and obligations regarding the relocation of a company from Germany to another Member State and from another Member State to Germany.
Anyone who, as an entrepreneur, wants to relocate their company headquarters abroad has a lot to consider and should therefore start planning early. As competent contact persons for a business relocation from Germany Abroad, the Chambers of Industry and Commerce (IHK) as well as the German Chambers of Commerce Abroad (AHK) are available.
Notification and reporting requirements at the new location
Notification and reporting requirements as well as permits to be obtained depend on the regulations of the EU country in which the new business location is located. In principle, commercial activities in Germany require a official business registration. For certain legal forms, registration of your company in the respective national Commercial Register required. For EU citizens, a valid passport for the business registration and, if applicable, a confirmation of registration is sufficient.
Obtaining any necessary permits at the new business location
Certain industries and activities require special permits and licenses, such as businesses that deal with high-risk matters. Among the commonly industries requiring approval or permits include, for example:
Find out well in advance what permits you may need in your destination country.
The following legal regulations in the respective destination country may need to be taken into account:
Where applicable, additional permits must also be taken into account, such as:
Tax regulations for the transfer of business assets to other EU countries
When you transfer economic goods, parts of the company, or the entire company abroad, tax regulations apply.
Transfer of economic goods to other EU countries
For the cross-border transfer of economic goods, there is tax regulations, which must be taken into account. For example, hidden reserves that have accrued in Germany must be recognized for tax purposes when assets, parts of businesses, or entire businesses are transferred abroad. The statutory exit taxation rule, which regulates the taxation of domestic hidden reserves in the case of relocation, is in Section 4, subsection 1, sentence 3 of the German Income Tax Act, Section 16 paragraph 3a of the Income Tax Act and Section 12, paragraph 1 of the Corporate Income Tax Act codified.
The transfer of economic goods to a foreign business unit of the unitary enterprise is subject in Germany to immediate taxation. Only in certain cases can the resulting tax burden be spread out by an equalization item (Section 4g of the Income Tax Act). After Section 4, paragraph 1, sentence 4 Can such a Equalization item be formed in the amount of the hidden reserves to be uncovered. This only applies if the economic goods are transferred within the EU. The equalization item must be reversed to increase profit by one fifth each in the financial year in which it is formed and in the 4 following financial years. It can only upon request take place and is for each economic asset to be reported separately.
It also follows from the transfer of assets that neither (part of) a business nor rights of use can be the subject of a transfer.
When transferring assets from abroad to Germany The applicable tax rules of the country from which the goods are being transferred must be observed.
For more information on tax matters, please contact the appropriate Tax office.
Relocation of Operations to Another EU Country
If a sole proprietorship is to continue operating in another EU country, it is advisable to cease operations promptly and Startup in the destination country. If you decide to close your business, you must notify the relevant government agencies log out:
If you do not want to give up a sole proprietorship, you should convert it into a Convert to a GmbH, provided that the place of residence is also moved abroad.
Regardless of the legal form, when German business operations are relocated abroad, the so-called Functional Shift according to § 1 (3) AStG and the provision regarding Untangling according to § 4 (1) of the Income Tax Act (EStG). The result is equivalent to a hypothetical sale of your business in Germany. For shareholders of a corporation, the following also applies: Exit Taxation according to § 6 AStG. In principle, the amount of exit taxes depends on the value of the company.
Regulations Regarding the Cross-Border Transfer of Employees
If a business is transferred, the Employment Relationships of Employees automatically according to § 613a, para. 1, sentence 1 of the German Civil Code (BGB) to the transferee. This also applies if the transfer involves a transfer of a business or part thereof. Cancellations Due to the transfer of operations, therefore, in accordance with § 613a(4) of the German Civil Code (BGB) ineffective.
However, if the employer relocates production abroad and in this context Layoffs First, it must be checked whether there is a transfer of business at all, in which the employees' employment relationships are protected. However, if it is a closure of a business, dismissals for operational reasons are permissible. A transfer of business may exist, for example, if the distance between the new and the old business is not too great. In the case of dismissals in the context of a business closure, the statutory notice period of the Section 622, paragraph 2, number 6 of the German Civil Code (BGB) to comply with and, if a works council exists, to respect its rights.
Furthermore, the employer is not obliged to offer the employee a vacant position in an establishment located abroad. The Protection Against Dismissal Act is based on the concept of the establishment. „Establishment“ in the sense of Section 1 of the KSchG only the organizational units or parts of a company located in Germany.
Entrepreneurs who run their businesses from outside the EU to Germany want to relocate, can use the following legal forms for this purpose.
Establishment of a subsidiary
With the establishment of a subsidiary, a company separate from the parent company is created legally independent company. There are no special legal conditions or restrictions in Germany for the establishment of a company by foreign enterprises. The same applies to a foreign founder German regulations only for the foundation, business registration, and commercial register entry. The capital required for foundation can be imported into Germany without restriction.
Establishment of an independent branch office
One branch office is not a separate legal entity independent of the principal place of business. It is legally and organizationally part of the head office's business. German law also applies to the legal treatment of the branch office in Germany. This applies in particular to the entry in the commercial register.
After Sections 13 et seq. of the German Commercial Code (HGB) is a branch office a branch spatially separated from the main business, which in the Commercial Register must be entered. A independent branch office can only be founded by a commercial enterprise. A non-commercial enterprise can only a Establishment establish. Business establishments are dependent branches and are not entered in the commercial register.
The entry in the commercial register must be made in writing with the locally competent Local Court to register. The signature and the signature of the company must be by a notary public to be certified.
Required procedures
In addition to entry in the commercial register, the fulfillment of the following requirements is required for the establishment of a subsidiary or a branch office:
European Cooperative Society
Another form of business is the European Cooperative Society (SCE). These can operate within the European Single Market with uniform regulations and a uniform structure. In doing so, the employees' rights to information, consultation, and participation are safeguarded. An SCE must have a minimum capital requirement of 30,000 EUR dispose.
National cooperatives operating in several Member States can be converted into an SCE without prior dissolution. In Germany, this requires registration in the Cooperative register required. This is done in accordance with the regulations applicable to stock corporations:
European Company
The European Company (SE) is a legal form for Public corporations. It enables companies to conduct their business operations across various European countries with a unified set of rules.
To establish a European Company, you must the following Prerequisites fulfil
A European Company may be formed by:
The legal basis For the establishment of the SE with its registered office in Germany, the European Regulation (EC) No 2157/2001 (SE-VO) as well as the corresponding German one SE Implementation Act (SEAG), which in turn frequently refers to the German Stock Corporation Act or Conversion Act. For the employee involvement procedure to be carried out as part of any SE formation, the so-called Participation process are the European SE Directive (SE-RL) as well as the German SE Employee Participation Act (SEBG) is decisive.
You can also transfer the registered office of a European Company to another EU country at a later date – without having to dissolve or re-found it – provided that it is not the subject of bankruptcy, liquidation or insolvency proceedings. You must publicly announce the intention to transfer the registered office 2 months in advance, and the Shareholders must agree to the relocation.
Tax regulations
In the EC Merger Regulation Is the tax treatment regulated with regard to:
In Germany, the requirements of this directive are primarily set forth in Reorganization Tax Act (UmwStG). Accordingly, the formation of an SE through a cross-border merger avoids, to the greatest extent possible, any immediate tax burden at the company level or at the level of the shareholders. However, it must be ensured that the hidden reserves already existing in the participating companies or shareholders remain available to the tax administration for subsequent taxation and are not permanently lost (tax neutralityThe relocation of the registered office of an SE is treated according to the same principles.
European Private Company
The European Private Company (SPE) gives small and medium-sized enterprises (SMEs) the opportunity to operate throughout the EU. The subsidiaries of SMEs operating EU-wide do not have to adopt the legal form of the respective country. The establishment of an SPE is possible with one euro of capital. The companies only need to Declaration of Solvency submit.
This support service assists you in exercising your rights and fulfilling your obligations within the European Single Market.
