Doing business in...

In this report our authors address questions covering a wide range of topics related to business operations, corporate law, employment law, tax regulations and general legal requirements within Germany:

1. Is the system of law in the respective jurisdiction based on civil law, common law or something else?
2. What are the different types of vehicle / legal forms through which people carry on business in the respective jurisdiction?
3. Can non-domestic entities carry on business directly in the respective jurisdiction, i.e., without having to incorporate or register an entity? Are there are any capital requirements to consider when establishing different entity types?
4. How are the different types of vehicle established in the respective jurisdiction? And which is the most common entity / branch for investors to utilise?
5. How is the entity operated and managed, i.e., directors, officers or others? And how do they make decisions?
6. Are there general requirements or restrictions relating to the appointment of (a) authorised representatives / directors or (b) shareholders, such as a requirement for a certain number, or local residency or nationality?
7. Apart from the creation of an entity or establishment, what other possibilities are there for expanding business operations in the respective jurisdiction?
8. Can one work with trade/commercial agents, resellers and are there any specific rules to be observed?
9. Are there any corporate governance codes or equivalent for privately owned companies or groups of companies? If so, please provide a summary of the main provisions and how they apply.
10. What are the options available when looking to provide the entity with working capital? i.e., capital injection, loans etc.
11. What are the processes for returning proceeds from entities? i.e., dividends, returns of capital, loans etc.
12. Are specific voting requirements / percentages required for specific decisions
13. Are shareholders authorised to issue binding instructions to the management? Are these rules the same for all entities? What are the consequences and limitations?
14. What are the core employment law protection rules in the respective country (e.g., discrimination, minimum wage, dismissal etc.)?
15. On what basis can an employee be dismissed in the respective country, what process must be followed and what are the associated costs? Does this differ for collective dismissals and if so, how?
16. Does the respective jurisdiction have a system of employee representation / participation (e.g., works councils, co-determined supervisory boards, trade unions etc.)? Are there entities which are exempt from the corresponding regulations?
17. Is there a system governing anti-bribery or anti-corruption or similar? Does this system extend to nondomestic constellations, i.e., have extraterritorial reach?
18. What, if any, are the laws relating to economic crime? If such laws exist, is there an obligation to report economic crimes to the relevant authorities?
19. How is money laundering and terrorist financing regulated in the respective jurisdiction?
20. Are there rules regulating compliance in the supply chain (for example comparable to the UK Modern Slavery Act, the Dutch wet kinderarbeid, the French loi de vigilance)? How is money laundering and terrorist financing regulated in your jurisdiction?
21. Requirements to prepare, audit, approve and disclose annual accounts / annual financial statements in the respective jurisdiction.
22. What corporate / company secretarial annual compliance requirements do companies need to reckon with?
23. Is there a requirement for annual meetings of shareholders, or other stakeholders, to be held? If so, what matters need to be considered and approved at the annual shareholder meeting?
24. Are there any reporting / notification / disclosure requirements on beneficial ownership / ultimate beneficial owners (UBO) of entities?
25. What main taxes are businesses subject to in the respective jurisdiction, and on what are they levied, and at what rate?
26. Are there any particular incentive regimes that make the respective jurisdiction particularly attractive to businesses from a tax perspective (e.g. tax holidays, incentive regimes, employee schemes, or other?)
27. Are there any impediments / tax charges that typically apply to the inflow or outflow of capital to and from the respective jurisdiction (e.g., withholding taxes, exchange controls, capital controls, etc.)?
28. Are there any significant transfer taxes, stamp duties, etc. to be taken into consideration?
29. Are there any public takeover rules?
30. Is there a merger control regime and is it mandatory / how does it broadly work?
31. Is there an obligation to negotiate in good faith?
32. What protections do employees benefit from when their employer is being acquired, for example, are there employee and / or employee representatives’ information and consultation or co-determination obligations, and what process must be followed? Do these obligations differ depending on whether an asset or share deal is undertaken?
33. What foreign direct investment restrictions, controls or requirements apply in the respective jurisdiction? Are there any specific limitations, notifications and / or approvals required for corporate acquisitions?
34. Does your jurisdiction have any exchange control requirements?
35. What are the most common ways to wind up / liquidate / dissolve an entity in your jurisdiction?