Licker, Seidler & Partner
Lawyers and tax consultants
English Limited (Ltd.)
The english private Limited Company by Shares is one form of a company with limited liability. To register a firm like that the following requirements must be met:
- a natural person or a legal person must be appointed as Director
- a natural person or a legal person must be appointed as Secretary
- a Registred Office must be named
- the Memorandum & Articles of Association must be presented
- certificated forms for registration must exist
The Register of Companies yearly demands a so called "Annual Return" as well as a balance sheet - its coverage depending on the business volume.
In general the ability to have persons acting as trustee for positions within the company such as Director, Secretary or Shareholder is granted. To guanrantee the (financial) safety for the Beneficial Owner a contract will be concluded which among other things contains a liability limitation for the trustee.
There are two options for an English Limited to operate within Germany:
Paragraph 15 GewO (Trade, Commerce and Industry Regulation Act) saith:
the continuation of the activities of a company can be denied by the competent Department if initially started by an outlandish legal body whose capability of holding rights is not accepted by german law.
Concerning this topic we refer to the latest changes in jurisprudence composed in the introduction.
A branch of an english Limited must be registered at the Register of Companies. (Paragraph 13 GewO (Trade, Commerce and Industry Regulation Act)).
The idea of the dependent branch with a parent company in England or only an English Limited without any connection to Germany is possible. But it should be considered that the criteria defining a company dependent is not regularly given. In such cases it should be considered that the registration of a business could be denied.
Attention should be paid to the german and international tax law. According to Paragraph 12 of the German Fiscal Code especially branch offices and agencies are treated as tax-related permanent establishments.
According to Paragraph 1 number 1 of the German Corporation Tax Law those tax-related permanent establishments are liable to pay Corporation Tax where the branch office or agency is resident. Related to this topic the judgement of June 23th 1992 of the Federal Court of Justice (BStBl. II 1992 S. 972) should be noted.
If someone performs business from offices in England where the English Limited is located but controls the whole company from Germany it is considered a so-called "letterbox company". If the profit earned is payed to the tax office in England it is incorrect taxation. In Germany someone can be charged with tax evasion and defraudation of tax for such an act.
On the other hand there is the obligation to fill out a Corporation Tax Return according to English Tax Law regulations.
Attention should be paid to the Double Taxation Agreement between Germany and the United Kingdom. After this, the Corporation Tax payed in Germany can be credited against the payments achieved in England. The often-made recommendation to hand over a zero-rated tax return is not useful because it is not possible to do it that way. In fact accounting according to british law must be made and a tax return must be duly completed.