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為您提供另一種選擇。 與其在德國採用傳統的子公司路線，我們可以加速您的進入 - 不需要新的實體 - 因此您可以在幾分鐘內開始雇用，而不是幾個月。
如何在德國設立子公司
在德國設立子公司最常見的方式是透過 GmbH（Gesellschaft mit beschränkter Haftung）。
該獨立實體提供有限責任，這意味著母公司無需承擔子公司的債務和義務。這可以最大限度地降低風險並提供靈活性，以及本地化團隊；本地商業。
在德國成立子公司的步驟
- 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.
德國子公司法律與要求
在德國設立子公司需要滿足以下幾項法律要求：
- 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.
德國子公司的優勢：
- 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.
德國子公司的缺點：
- 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.
成立德國子公司的替代方案
G-P 允許您在幾分鐘內招聘人才，而無需設置實體的麻煩。
在德國使用雇主記錄（雇主）的好處包括：
- 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.
透過 G-P 進入新市場 — 無需新實體
在德國設立子公司或法人實體可能既昂貴又耗時。G-P雇主雇主可讓您在幾分鐘內僱用人才，而無需像子公司那樣麻煩和複雜。
立即索取方案，以了解更多關於我們全球就業產品和名義僱主解決方案的資訊。
