GmbH Holding formation in Germany – setting up a German holding structure

If you are interested in forming a GmbH holding and learning about the various available options for your company, you can take advantage of our free initial consultation. We will give you an overview of the legal requirements. We can also advise you on whether the GmbH holding is the right structure for you and on the type of holding that would be of interest to you. The choice of legal form for your GmbH holding structure is also often a point for consultation. 

Based on the information from the intensive consultation, we draft the optimal holding structure for your project. You now know how many companies are required and the relationship between them. Using your individual example, we will explain the legal scope of action that must be complied with in the long term in order to maintain the business advantages. 

We prepare the individual formation documents of the parent company and all necessary subsidiaries and coordinate the articles of association of the companies in order to structure the GmbH holding in line with your wishes. 

Your personal  lawyer, who is familiar with your specific case following the formation consultation, will assume responsibility for drafting the articles of association. 

We also adapt the formation documents so that your personal preferences can be incorporated into the internal structure of the GmbhH holding. If, for example, you are forming the company with several founders who will be involved with their own subsidiaries, the shares can be distributed according to the capital contribution made. 

After the GmbH parent company formation documents have been notarised, a business account is opened. The corresponding capital contribution must then be made to the GmbH holding parent company. We prepare the formalities for the companies’ bank appointments (bank checklist and power of attorney) and inform you about the appointment in good time. 

We prepare the tax and business registration of the GmbH holding parent company. 

The Geldwäschegesetz (German Money Laundering Act), which was newly created in 2017, requires the economic participants of a company to be entered in the transparency register as of 2019. This register contains their first and last names, dates of birth, places of residence and the type and extent of their economic interest. This registration is required for all companies in the holding structure, and is carried out after the notary appointments. 

Companies are exempt from the obligation to be entered into the transparency register where the necessary information can already be obtained from the commercial register or another publicly accessible register. 

After the share capital has been paid into the business account of the holding subsidiary or subsidiaries, it is entered into the commercial register. 

In order to preserve the advantages of a holding in the long term, you must not exceed the holding’s legally permissible scope of action. Since many questions regarding this only arise during formation, your  lawyer will discuss the most important legal issues with you in a final consultation. Such issues often concern: 

• achieving the tax advantages,
• the transfer of profits,
• the financial statements and accounting records,
• commercial registration,
• legally admissible advertising,
• legal peculiarities,
• copyright,
• trademark registration and
• the right to reputation.