Creating a subsidiary in Germany is the first step to hiring — but it’s rarely a fast one.
You’ll need to work through legal, tax, and administrative requirements that stretch timelines and add complexity, especially when you’re trying to move quickly to secure talent. That’s why understanding how to set up a subsidiary in Germany is essential before deciding your next move.
G-P为您提供另一种选择。 与其采用在德国设立子公司的传统方式，我们可以加快您的进入速度——无需设立新的实体——这样您就可以在几分钟内（而不是几个月内）开始招聘。
如何在德国设立子公司
在德国设立子公司最常见的方式是通过 GmbH ( Gesellschaft mit beschränkter Haftung )。
该独立实体提供有限责任，这意味着母公司无需承担子公司的债务和义务。这最大限度地降低了风险，提供了灵活性，并实现了本地化业务。
在德国成立子公司的步骤
- Meet the minimum requirements: A GmbH needs a minimum share capital (stammkapital) of EUR 25,000. This is the money the owners or shareholders put into a company when it’s created. At least EUR 12,500 is paid into a corporate bank account before the company can be registered. You’ll also need to appoint at least one managing director.
- Notarize articles of association: A notary in Germany drafts and notarizes the company’s articles of association (gesellschaftsvertrag).
- Open a bank account: Open a corporate bank account in the company's name and deposit the share capital into the account.
- File with the commercial register: Once the capital is deposited, the notary files the application for registration with the local commercial register (handelsregister). The company legally exists only after its registration is published.
- Register for trade and taxes: Register the Gmbh with the local trade office (gewerbeamt). Then register it with the local tax office (finanzamt) through the official ELSTER online portal to get a tax and value-added tax (VAT) number.
德国子公司法律和要求
在德国设立子公司需要满足以下几项法律要求：
- Corporate governance: The subsidiary must comply with German corporate governance rules, like appointing managing directors and having a registered German address.
- Taxation: The company must keep accurate financial records and file yearly financial statements within 12 months after the year ends. Tax returns are usually due by July 31 of the next year, but this can be extended if you’re using a tax advisor.
- Employer number: You must get an employer number (betriebsnummer) from the Federal Employment Agency before hiring employees. You’ll use this number to register employees for social security.
德国子公司的优势：
- Limited liability: Shareholders’ risk is limited to the money they invest, which protects the parent company.
- Local market access: Having a subsidiary makes it easier to do business and build trust in Germany and the EU.
- Legal certainty: Germany’s legal system is transparent and stable, offering clear rules for businesses.
- Potential tax benefits: Subsidiaries may qualify for local tax agreements or incentives.
- Talent acquisition: A local company attracts skilled workers who want the security and benefits of an employer based in Germany.
- Autonomy: The subsidiary operates independently to better meet local market needs.
德国子公司的劣势：
- Complex setup: Setting up a subsidiary involves several steps, including notarization, registration, and opening a bank account. This can take months.
- High administrative burden: Ongoing compliance includes strict accounting rules, annual filings, tax returns, and usually membership to local business chambers.
- Regulatory complexity: Labor law protects employees. Employers navigate strict rules about contracts, termination, works councils, and social security.
- Costs: You’ll need to budget for upfront capital, notary and registration fees, as well as ongoing administrative expenses.
- Taxation: Subsidiaries pay corporate income tax, trade tax, and VAT, all of which can be complex to manage.
- Data protection: Companies must comply with strict GDPR and local data privacy laws. You may need a data protection officer.
设立德国子公司的替代方案
G-P 允许您在几分钟内招聘人才，无需设立实体。
在德国使用记录雇主（专业雇主）的好处包括：
- Faster market entry: An EOR lets you onboard talent without the lengthy process of setting up a GmbH.
- Compliance assurance: Employment laws in Germany are complex. An EOR acts as the legal employer for your Germany-based team, taking on all statutory obligations. This ensures you comply with local labor laws, collective bargaining agreements (CBAs), payroll regulations, and more.
- Cost efficiency: Setting up and maintaining a GmbH has major upfront and ongoing costs, including legal fees, accounting, local management, and administrative overhead. An EOR is more cost-effective, especially if you’re hiring a small team or testing the market in Germany.
- Administrative simplicity: The EOR manages all HR and payroll administration, as well as employer and employee tax filing. You don’t need to draft compliant employment contracts or manage statutory benefits like annual leave and pensions — the EOR does it for you.
- Flexibility: An EOR arrangement is easier to scale up or down compared to winding down a subsidiary.
- Risk mitigation: An EOR manages the legal risks associated with employment, such as worker classification, giving you an added layer of protection.
使用 G-P 进入新市场 — 无需新实体
在德国设立子公司或法人实体可能既费钱又费时。G-P专业雇主可让您在几分钟内招聘人才，而无需像子公司那样麻烦和复杂。
立即索取方案，了解更多关于我们全球就业产品和专业雇主解决方案的信息。
