Running a UK limited (Ltd.) company from Germany

107 posts in this topic

Hello and thanks for your reply Johnny English,

 

Have I missed it, or isn't a UK address requited any longer to register a UK Ltd? If not, set it up myself can work well, otherwise I still would need someone in the UK to "borrow" us their address...

 

When it comes to "hiding" the director(s) I guess its legal advice as you said I need, so if anyone knows how this can be done I would appreciate a heads-up.

 

Cheers,

tradian

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Couldn't edit my own post for some reason, here is the intended full post...

 

Hello and thanks for your reply Johnny English,

 

Have I missed it, or isn't a UK address requited any longer to register a UK Ltd? (English Registered Office and the British Secretary?)

 

I also thought that a whole bunch of docs needs to be translated to German (apostilling and translation of the UK limited company legal documents (Memorandum and Articles of Association) for submission to the German authorize registering the zweignniederlassung)?

 

I hoped to take the hassle out of the whole process (but maybe all this is not required anymore), and wanted to make sure I play ball with the right company.

 

When it comes to "hiding" the director(s) I guess its legal advice as you said I need, so if anyone knows how this can be done I would appreciate a heads-up.

 

Cheers,

tradian

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Have I missed it, or isn't a UK address requited any longer to register a UK Ltd? If not, set it up myself can work well, otherwise I still would need someone in the UK to "borrow" us their address...

You didn't ask that. But pleeeeeease do some research - it's like 1 click away from my link above:

 

http://www.companies.../fullList.shtml

 

and specifically for the registered address:

 

http://www.companies...ceAddress.shtml

 

 

 

When it comes to "hiding" the director(s) I guess its legal advice as you said I need, so if anyone knows how this can be done I would appreciate a heads-up.

Likewise I did rather think that had been answered above pretty clearly.

 

http://www.companies...Addresses.shtml

 

All info about registered addresses for Directors is right there. But you can just use a service address - that is now allowed. Says it in black and white.

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The plan is to have the UK company as a dormant one, while the German one will be trading,

Again from your original post it was NOT clear that you were saying you wanted a UK Ltd but to be registered here in Germany. Sounded like the UK company was dormant in the UK and then you had a GERMAN ONE (which implies a Gmbh or similar). But you meant you wanted several UK companies all registered in Germany?

 

 

I also thought that a whole bunch of docs needs to be translated to German (apostilling and translation of the UK limited company legal documents (Memorandum and Articles of Association) for submission to the German authorize registering the zweignniederlassung)?

Yeh - but again can be handled by translation companies and UK apostilles. Not that expensive but of course depends how many you are doing and how much you want to get your hands dirty.

 

Sounds like you need a German Accountant that is good at these things just to do everything for you? Totally possible but will add to the expenses. Mine for example does lots of the German work for me, but I get translations sorted and Apostilles etc when needed. I do the UK work basically.

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But you meant you wanted several UK companies all registered in Germany?

Sorry for not being clear, but yes, that's what I meant. Set up a company structure in the UK, and so register them here in Germany.

 

 

Mine for example does lots of the German work for me, but I get translations sorted and Apostilles etc when needed. I do the UK work basically.

And this is where I thought it may be handy to have an outside company do it for me/us. Saw some that are supposed to do all of if for around 200 Euro, and not sure if doing it with translation services myself works out much cheaper (maybe it does, you probably know more about it..)

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€200 sounds cheap to me. Or certainly very fair!! I probably paid more for the translation alone (can't remember however)...and for sure more than €200 to get the whole shooting match sorted over here with Apostille stuff.

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At lot depends what kind of structure you looking for.

 

A limited mirrored over here may be cheap, but has very little credibility on the German market. Seen a few local companies start as a Ltd and change over to a German structure within a few years.

 

A GbR is a partnership whereby the individuals are legally liable for the company, work done and each individuals debt (e.g. taxes).

 

My company is set up as a partGG, which makes the company liable and not the individual. Also we deal with translation, proofreading and other language services.

You are looking at around €360 to set it up.

 

€200 seems very cheap, but does not always mean good, double check what they are offering suits your needs.

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Thanks for the reply theLingoGuy.

 

We will not "really need" the credibility here in Germany as such (sounds daft I know), we happen to live here for the time being, and our focus will be UK and US to start with.

 

Dont know about partGG (will check it out though) but would need to make sure that there is no personal liability involved what so ever before heading down that route.

 

€200 is very cheap indeed, and this is what makes me suspicious, still haven't decided whom to go with yet...

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the largest and most experienced provider for Germans to set up a UK Ltd is GoAhead: I used them 5 years ago and use them still (to submit my German balance sheets to company house, for instance) and am very satisfied:

 

http://www.go-ahead.de/

 

Cheerio

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Hello all,

 

I am going to ask a question here as I see the thread has been dormant for some time.

 

A quick trawl through the previous posts reveals nothing that might help my situation.

 

Have been in D for a rather long time with Ausflüge to NL, F and B for short term contracts.

 

Am registered as a Freiberufler and an Arbeitnehmer (2 x Steuernr.) In other words I am "tax resident" in D.

 

Have a Steuerberater who, typical provincial german, knows everything about the tax law in D but nothing about European tax arrangements etc.

 

Might have a lucrative, long term contract in Bonnie Scotland soon.

 

Would it be worth my while to use the vehicle of a UK LTD to minimise my tax profile here in D?

 

The 183 day rule might be applicable here, I do not know yet. If needs be I can continue my Zigeunerleben and move to Scotland.

 

All options open at the moment.

 

Your considered deliberations would be most welcome.

 

Aubrey

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What benefits do you think having a UK Ltd would actually bring you? I suspect you are looking at a solution for a problem you don't have.

 

Taxation comes down to your residency for tax purpose - where you (or the taxman) consider your permanent home. Even if you created a UK Ltd., if you continue to reside in Germany your liabilities to taxation from profit or salary remain here, and if you run it from Germany then you complicate the submission of accounts, as you will need to submit both here and in UK

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Thank you Yorkshire.

 

A succinct answer is a rare thing these days.

 

Perhaps I might move.

 

Aubrey

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Quick question: I'm incorporating a UK Ltd, and have to submit the articles of association. We have some already drawn up by a German lawyer but designed for a UG/GmbH. As the company will be P.E. in Germany, is it ok to use these AoA? The only obvious problem I can think of is that it refers to German laws instead of English, which could potentially be changed/removed.

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[adminmerge][/adminmerge]

 

Hi,

 

Background to the question:

 

 



  • I set up a UK Ltd. company with Companies House 3 years ago.
  • I am the sole employee and director of the Ltd. company.
  • I registered in Berlin with the local Rathaus/council as a UK citizen permanently living in Germany/Berlin 2 years ago.
  • At the same time I registered and started paying health insurance with Techniker Krankenkasse‎.
  • I declared to Techniker Krankenkasse‎ that I was not earning any money yet with the business and they put me on the lowest payment band.
  • The Ltd. company has not made any money as it's taken a 3 years to build up all of the back office processes and databases I need to conduct my business, and I took 6 months off with the birth of my child.
  • I have not paid myself any salary since setting the Ltd. company up and this is officially recorded by my accountant in my end of year accounts for the last three years filed with Companies House.
  • I have not spoken to any German officials about this, and I am not sure who I would need to contact.
  • My partner does not know either; however, tells me that Techniker Krankenkasse‎ may want further clarification soon as I have been on their lowest payment band, and they will want proof that I have not started to earn more than being on the lowest payment band allows.
  • It is likely that I will start to make money in 2015 so I want to know what my position is.
  • I believe that (as my business is a small management consultancy not producing anything, and I am the only employee) my company (as a UK registered legal personality) will pay corporation tax in the UK, and any salary that it pays to me, I will pay personal income tax in German.

 

 

My questions

 

 



  • Whom do I need to contact in Germany/Berlin about my position?
  • And a more general question. What is the current position that the German tax authorities take concerning someone in my position, quick recap: UK citizen registered as permanently living in Berlin, working as sole employee/director of UK registered Ltd. company, working and living most of the year in Germany.

 

 

There is a similar topic here: http://www.toytowngermany.com/forum/index.php?showtopic=48164

 

But as I had a few specific questions to ask that were not covered, and the topic dates back to 2008, so I thought it would be good to refresh it for 2014.

 

Thanks for helping me out with this weight on my shoulders as I need to get on the case and find out what my situation is.

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Hi smart forum people,
I have read through the info on incorporating in the UK, but wanted to know if anything has changed in light of the Brexit vote. I am evaluating the UK, Ireland, and Estonia as options (Germany is too much of a pain, especially as I don't plan to live here indefinitely). 

Feel free to rip me a new one if this is a stupid question :-)


Also, has anyone worked with any of the listed companies from the below list of company formation agents?

 

https://www.gov.uk/government/publications/formation-and-company-secretarial-agents/company-formation-agents-and-secretarial-agents 

 

thx

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As always with Brexit questions the answer is pretty much noone knows yet.

 

My personal opinion for what its worth (not much but Ill give it anyway :) ) is that the uk would be an odd choice right now.  Its not just the brexit thing which to some extent can be kicked into the long grass because it looks to be at least 2 years away, but you have all the currency weirdness of earning euros, declaring sterling taxes etc.  In principle thre shouldnt be too many problems but the uk is already one of the least european EU countries and moving further in that direction (brexit) so I would not expect it to be the path of least resistence.

 

Depending a bit what you are planning, I would reconsider germany, I know many companies here are wary of foreign companies partly because of a lack of understanding but also questions like where they have to transfer payment to, international funds transfers cost money, they dont fit the standard ways of working etc etc.

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These are great points, thanks @Zwiebelfisch. The main rationale for doing UK is for ease of fundraising. Germany is out of the question due to the time, energy and expense of setting up a GmbH (and only one of the 3 founders lives here (me), and it is an internet business so no need to cater specifically to Germans). Will think about other options more closely, though... there is still cumbersome paper shuffling in the UK that I would prefer to avoid...

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I'm also curious on this topic.  Brexit related future issues aside...I am interested in an Ltd because I am an english speaker and the customshouse website does quite good handholding.  I like doing things myself (including accounting) and being able to skip DATEV and the Steuerberater, Notar, etc is very appealing to me.  I've already been through AG and GmbH hell with lots of useless DE lawyers and Steuerberaters that prefer to clock hours than give answers.

 

I'm an american with DE tax residency at the moment.  

I will probably be mobile (world trip, maybe relocate to the US) in the next year or so.  I am building software/apps and so company form reputation isn't a relevant factor (ie German companies don't trust Ltds).  I also would not mess with having employees/payroll but instead take profits out occasionally via dividends.

I understand that if my personal residency is DE, then any dividends or salary paid to me will be taxed in Germany (as long as I remain a tax resident anyway).

 

If I form an Ltd, but then have to file just as much German paperwork for the company as I would with a UG/GmbH...then there isn't much point to it.  I can get a UK address and bank account for the Ltd.  I can even fly to London for meetings if necessary.

 

Perhaps at the moment the work (coding) for the company would be done in Germany but it would also be done lots of other places as I travel and don't have any employees.  So for company tax residency (ie separate from my personal tax residency)...what is the "test"?

 

Anyone see problems with my plans?  Obviously this isn't a legal advice forum, but I figure at least a few of you have already stepped on some landmines and can warn me off and help me fill in the fuzzier parts of my understanding.  I would also be happy to hear suggestions for tax lawyers that are able to confidently address these types of cross border questions (ie not just from the DE or UK perspective).

 

Thanks.

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