Vergleich GmbH - Zweigniederlassung

I. German branch

1.In General

Each foreign legal entity is entitled to set up a branch in Germany. The requirements are fit in with German Corporate Law. Typical characteristics for a branch are:

• Own rooms of the branch;
• Organizational independence;
• The branch carries on equal business as the main establishment;
• An executive, who is empowered to act on his own.

A German branch has got no own legal capacity. The asset of the branch is part of the main establishment´s asset. The branch can not be party of a lawsuit, this is always the main establishment. Legal transactions between the branch and the main establishment are invalid due to German Civil Law. Bookings between the branch and the main establishment do not legitimate any claims. In fact, these bookings only mean internal positions.

Usually the branch does not trade under an own name. It uses the name of the foreign main establishment.

2. Application of the branch to the German Commercial Register

If a branch in Germany exists, it has to be applied to the German Commercial Register. Competent is the district court, where the branch is seated (in your case Frankfurt am Main). The application form has to be signed by the managing director of the main establishment and has to be legalized. It is possible for the managing director of the main establishment to sign the application form before a local notary abroad, who certifies the signature. Afterwards the documents have to be legalized by local authorities by so called Apostille.

The following documents have to be enclosed to the Application Form:

• Statutes of the main establishment with translation into German, certified and legalized;
• Certified and legalized copy of the shareholder resolution, that appoints the managing director of the main establishment;
• Certified and legalized copy of the extract from the Commercial Register of the main establishment.

3. Managing Director

The branch does not have a managing director on its own. Usually the company 

[ENDE DER VORSCHAU]

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