Civil Law

  • Civil Law
Assessoria jurídica empresarial abertura de empresa na Alemanha

Civil Law

Strategic legal consulting for companies on civil law matters, focused on the secure structuring of commercial relationships and mitigation of legal risks. Drafting, review, and analysis of business contracts, ensuring clarity, balance, and protection of the interests involved in each transaction.

Acting in matters related to civil liability, contractual compliance, commercial negotiations, and preventive conflict management, always with a focus on preserving business activity and the legal certainty of decisions. Technical support in conducting disputes, seeking efficient solutions, whether through negotiation or judicial means.

Special attention to operations with international elements, considering transnational impacts, legislative differences, and regulatory particularities. Continuous advisory for companies operating or maintaining commercial relationships between different jurisdictions, with an integrated approach aligned with the demands of the global legal environment.

Frequently Asked Questions

Foreigners can open companies in Germany, even without residing in the country (depending on the legal form). The most common forms are the GmbH (limited liability company, minimum capital of €25,000) and the UG (mini-GmbH, starting from €1). The process involves registration with the commercial register (Handelsregister), opening a business bank account, tax registration (Finanzamt), and for those not residing in Germany, a possible need for a self-employment visa.

The GmbH (Gesellschaft mit beschränkter Haftung) is the traditional German limited liability company, with a minimum share capital of €25,000. The UG (Unternehmergesellschaft) is a variant of the GmbH with a minimum capital of just €1, but with the requirement to set aside 25% of annual profits until the total reaches €25,000, at which point it can be converted into a GmbH. The UG is ideal for those who want to start with less capital, while the GmbH conveys greater credibility in the market.

Yes. A Brazilian national can be a shareholder (Gesellschafter) of a GmbH or UG without residing in Germany. However, every GmbH needs a managing director (Geschäftsführer) with an accessible address in Germany. If the Brazilian shareholder also wants to act as managing director and reside in Germany, they will need a self-employment visa (§21 AufenthG). There are legal structures that allow for remote management with a resident managing director.

The main tax obligations of a GmbH/UG in Germany include: corporate income tax (Körperschaftsteuer) at 15%, a solidarity surcharge of 5.5% on corporate income tax, trade tax (Gewerbesteuer) which varies by municipality (in Munich, approximately 17%), and VAT (Umsatzsteuer) at a standard rate of 19%. The total effective tax burden on profits is generally between 30% and 33%.

The formation of a GmbH requires the mandatory involvement of a German notary (Notar) to authenticate the articles of association. A lawyer is not legally mandatory, but is highly recommended—especially for foreigners who are not proficient in the German legal system. Legal advice ensures that the articles of association protect the partner's interests, that migratory aspects are covered, and that tax registration is performed correctly.