Registration of a branch office in Germany

Branch registration and necessary documents

To prepare the registration of the branch registration of foreign company in Germany we would need

-       Notarized and apostilled company registration certificate plus certified translation

-       Notarized and apostilled company articles of incorporation plus certified translation

-       Notarized copy of managing director’s passport

A separate bank account is not required for the branch.

It takes about 1-3 months to register the branch, mostly depending on who long it takes to obtain the required documents for the foreign entity.

A branch can also register for EORI and VAT numbers but this needs to be filed under the name of the foreign company.

Tax and accounting services

Our tax advisors can register the branch for tax and VAT purposes and provide general accounting and tax declaration services. Costs depend on turnover, monthly transactions and required services like payroll accounting, reporting etc. Here is a rough overview about the fees for a small operation

General information about a branch

A branch is not a separate legal entity from the enterprise of the main establishment. In legal and organisational terms it is part of the enterprise of the main establishment and, in that respect, subject to the laws of the main establishment. If the branch establishment is set up by a foreign corporation, its internal constitution is subject to the memorandum and articles of association as well as the applicable foreign law.Despite its internal dependency on the main establishment the branch participates in business transactions in a legally independent manner. The legal relationships of the branch establishment with its customers is subject to German law.

German law applies for the legal treatment of the branch establishment in Germany (more particularly entry in the commercial register).

In accordance with §§ 13 ff. HGB (German Commercial Code) a branch establishment is a branch which is geographically separate from the main establishment and which is created as an additional, permanent centre of the corporation and it is required to be registered in the trade register.

The branch must be organised in such a way that it is possible that it can attend legally independently in business transactions, i.e. the branch has to be able to continue existing in case of cessation of the main establishment. The branch’s transaction has to be the same business purpose as the entire corporation. The branch has to have a certain legal independence. It has to have its own management, the freedom of dispose in its own way as well as it is required that the branch has its own business assets allocated by the main establishment. Furhtermore the transactions of the branch are reported separately in the balance sheet of the corporporation.

Branch registration process

A branch is established by the formal registration in the trade register (company register). The entry in the trade register is only declaratoly because the binding resolution regarding the establishment of a branch has to be made by the managing directors of the main establishment. 

We will draft all required documents (e.g. shareholder’s resolution, application for the trade register). The application for the trade register has to signed by the managing director of the corporation. He will be the Managing director of the branch as well. The signature has to be either certified at a notary public (p.r.n. with apostille and certified translation) or at a German embassy or consulate.

With regards to the application for the trade register it is required to prove the existance of the main corporation who are the persons who are allowed to represent the company. Therefor you will basically need a certified and apostilled excerpt from your local trade register and certified and apostilled articles of association.

We will handle the registration proceedings. Our tax advisor team will gladly provide you with tax and accounting services.