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Germany (German: Deutschland, pronounced [ˈdɔʏtʃlant] (listen)), officially the Federal Republic of Germany,[e] is a country in Central Europe. It is the second-most populous country in Europe after Russia, and the most populous member state of the European Union. Germany is situated between the Baltic and North seas to the north, and the Alps to the south; it covers an area of 357,022 square kilometres (137,847 sq mi), with a population of over 83 million within its 16 constituent states. It borders Denmark to the north, Poland and Czechia to the east, Austria and Switzerland to the south, and France, Luxembourg, Belgium, and the Netherlands to the west. The nation’s capital and largest city is Berlin, and its financial centre is Frankfurt; the largest urban area is the Ruhr.
Various Germanic tribes have inhabited the northern parts of modern Germany since classical antiquity. A region named Germania was documented before AD 100. In the 10th century, German territories formed a central part of the Holy Roman Empire. During the 16th century, northern German regions became the centre of the Protestant Reformation. Following the Napoleonic Wars and the dissolution of the Holy Roman Empire in 1806, the German Confederation was formed in 1815. In 1871, Germany became a nation-state when most of the German states unified into the Prussian-dominated German Empire. After World War I and the German Revolution of 1918–1919, the Empire was replaced by the semi-presidential Weimar Republic. The Nazi seizure of power in 1933 led to the establishment of a dictatorship, World War II, and the Holocaust. After the end of World War II in Europe and a period of Allied occupation, Germany was divided into the Federal Republic of Germany, generally known as West Germany, and the German Democratic Republic, East Germany. The Federal Republic of Germany was a founding member of the European Economic Community and the European Union, while the German Democratic Republic was a communist Eastern Bloc state and member of the Warsaw Pact. After the fall of communism, German reunification saw the former East German states join the Federal Republic of Germany on 3 October 1990—becoming a federal parliamentary republic.
Germany is a great power with a strong economy; it has the largest economy in Europe, the world’s fourth-largest economy by nominal GDP, and the fifth-largest by PPP. As a global leader in several industrial, scientific and technological sectors, it is both the world’s third-largest exporter and importer of goods. As a developed country, which ranks very high on the Human Development Index, it offers social security and a universal health care system, environmental protections, and a tuition-free university education. Germany is a member of the United Nations, NATO, the G7, the G20, and the OECD. It has the third-greatest number of UNESCO World Heritage Sites.
Germany is a federal state and comprises sixteen constituent states which are collectively referred to as Länder. Each state (Land) has its own constitution, and is largely autonomous in regard to its internal organisation. As of 2017 Germany is divided into 401 districts (Kreise) at a municipal level; these consist of 294 rural districts and 107 urban districts.
Germany has a civil law system based on Roman law with some references to Germanic law. The Bundesverfassungsgericht (Federal Constitutional Court) is the German Supreme Court responsible for constitutional matters, with power of judicial review. Germany’s supreme court system is specialised: for civil and criminal cases, the highest court of appeal is the inquisitorial Federal Court of Justice, and for other affairs the courts are the Federal Labour Court, the Federal Social Court, the Federal Finance Court and the Federal Administrative Court.
Criminal and private laws are codified on the national level in the Strafgesetzbuch and the Bürgerliches Gesetzbuch respectively. The German penal system seeks the rehabilitation of the criminal and the protection of the public. Except for petty crimes, which are tried before a single professional judge, and serious political crimes, all charges are tried before mixed tribunals on which lay judges (Schöffen) sit side by side with professional judges.
Source: Germany, https://en.wikipedia.org/w/index.php?title=Germany&oldid=1054612594 (last visited Nov. 11, 2021).
Entrepreneurial company (Germany)
An entrepreneurial company with limited liability (in German: Unternehmergesellschaft (haftungsbeschränkt)) is a German form of a private limited company, usually established as an alternative to a German corporation or GmbH (limited liability) entity. Companies organized as an entrepreneurial company have the suffix ‘UG (haftungsbeschränkt)’ appended to their names.
The German government introduced the UG primarily to act as an alternative to establishing a traditional corporation. A UG established under German law is not a new type of legal entity; rather, it is a limited liability company similar to a GmbH, with the exception that, unlike the GmbH, it is not required to meet the legally mandated €25,000 share capital required of a GmbH—a UG can be established with as little as one euro of paid-in capital. However, a UG is still a separate legal entity from its owners and is fully liable for paying corporation taxes and publishing annual financial statements. UG entities can be recognized as not-for-profit, under the right conditions.
The UG form has been met with great interest, especially by start-up companies and other entrepreneurs. As of January 1, 2012, there had been 64,371 of such companies formed. Since then, traditional corporations have been reduced in importance, having largely been supplanted by the UG (and also the GmbH) among new companies being formed.
Formation and requirements
Forming a UG is relatively similar to forming a closely related GmbH entity, however the UG is exempt from some of the capital rules applicable to a GmbH.
The company must bear the title “Unternehmergesellschaft (haftungsbeschränkt)” or, as an abbreviated form, “UG (haftungsbeschränkt)” (§ 5a GmbHG). Unternehmergesellschaft means entrepreneurial company and the German word haftungsbeschränkt means “limited liability”. It signifies the fact that the owners of the company have limited liability for the company’s debts.
The nominal amount of the business’ shares – the so-called “ordinary capital” – as defined in the company agreement, must be provided after the foundation of the company and before its registration into the commercial register ( § 5a para 2 GmbHG). The total capital stock must be at least one euro. In practice, amounts of up to €1,000 are usually chosen.
If the total amount of share capital exceeds EUR 25,000, then a GmbH is usually formed instead of a UG. (§ 5a para. 1 p. 1 GmbHG). In contrast to the GmbH form, no contribution in kind is permitted for a UG. The share capital must be paid immediately in full as a cash contribution (§ 5a (2) GmbHG). If capital of EUR 12,500 is available, either a UG (limited liability) with a share capital of EUR 12,500 can be established, or a limited liability company in the original sense, in which only half of the share capital of at least EUR 25,000 has to be paid.
Source: Entrepreneurial company (Germany), https://en.wikipedia.org/w/index.php?title=Entrepreneurial_company_(Germany)&oldid=1026645436 (last visited Nov. 15, 2021).
Gesellschaft mit beschränkter Haftung
A Gesellschaft mit beschränkter Haftung ([ɡəˈzɛlʃaft mɪt bəˌʃʁɛŋktɐ ˈhaftʊŋ], abbreviated GmbH [ɡeːʔɛmbeːˈhaː] and also GesmbH in Austria), meaning “company with limited liability”, is a type of legal entity very common in Germany, Austria, Switzerland (where it is equivalent to a société à responsabilité limitée), and Liechtenstein. It is an entity broadly equivalent with the private limited company in the United Kingdom and many Commonwealth countries, and the limited liability company (LLC) in the United States. The name of the GmbH form emphasizes the fact that the owners (Gesellschafter, also known as members) of the entity are not personally liable or credible for the company’s debts. GmbHs are considered legal persons under German, Swiss, and Austrian law. Other variations include mbH (used when the term Gesellschaft is part of the company name itself), and gGmbH (gemeinnützige GmbH) for non-profit companies.
The GmbH has become the most common corporation form in Germany because the AG (Aktiengesellschaft), the other major company form corresponding to a stock corporation, was much more complicated to form and operate until recently.
Requirements of formation
A GmbH is formed in three stages: the founding association, which is regarded as a private partnership with full liability of the founding partners/members; the founded company (often styled as “GmbH i.G.”, with “i.G.” standing for in Gründung – literally “in the founding stages”, with the meaning of “registration pending”); and finally the fully registered GmbH. Only the registration of the company in the Commercial Register (Handelsregister) provides the GmbH with its full legal status.
The founding act and the articles of association have to be notarized, as well as a number of business transactions, such as transfer of shares, issuing of stock, and amendments to the articles of association. Many of those measures have to be filed with the company registry where they are checked by special judges or other judicial officers. This can be a tiresome and time-consuming process, as in most cases the desired measures are legally valid only when entered into the registry. The founding process is expensive. Normally the foundation of a new GmbH cost about €1000 – €3000. The GmbH law outlines the minimum content of the articles of association, but it is quite common to have a wide range of additional rules in the articles.
Under German law, the GmbH must have a minimum founding capital of €25,000 (§ 5 I GmbHG), from which €12,500 have to be raised before registering in the commercial register (§ 7 II GmbHG). A supervisory board (Aufsichtsrat) is required if the company has more than 500 employees, otherwise, the company is run only by the managing directors (Geschäftsführer) who have the unrestricted proxy for the company. The members acting collectively may restrict the powers of the managing directors by giving them binding orders. In most cases, the articles of the association list the business activities for which the directors obtain prior consent from the members. Under German law, a violation of these duties by a managing director will not affect the validity of a contract with a third party, but the GmbH may hold the managing director in question liable for damages.
Germany, Austria, Switzerland and Liechtenstein have different national requirements as follows:
|Minimum share capital||€25,000.00||€35,000.00||CHF20,000.00||CHF10,000.00|
|Mandatory supervisory board||500 employees||300 employees||300 employees||300 employees|
The concept of a limited liability company existed in the United Kingdom prior to German speaking countries. In 1892, the laws governing the GmbH were adopted in Germany, and in Austria in 1906. In the 19th century a legal entity with liability limited to the contributed capital was regarded as something dangerous. Hence, German law has many restrictions unknown to common law systems.
Because there is no central company registry in Germany but rather several hundred connected to regional courts, administration of the law can be rather different between German states. Since 2007, there has been an internet-based central company register for Germany, called the Unternehmensregister.
In 2008, a derivate form called Unternehmergesellschaft (haftungsbeschränkt) (English: “entrepreneurial company (limited liability)”) or short UG (haftungsbeschränkt) was introduced. It does not require a minimum founding capital and was introduced to assist company founders in setting up a new company. Also, the UG must enlarge its capital by at least 25% of its annual net profit (with some adjustments), until the general minimum of €25,000 is reached (at which point the company may change its name for the more prestigious GmbH). In this case, the word haftungsbeschränkt must not be abbreviated.
Source: Gesellschaft mit beschränkter Haftung, https://en.wikipedia.org/w/index.php?title=Gesellschaft_mit_beschr%C3%A4nkter_Haftung&oldid=1050808273 (last visited Nov. 15, 2021).
Bavaria (/bəˈvɛəriə/; German: Bayern, [ˈbaɪɐn]; also Bavarian: Boarn), officially the Free State of Bavaria (German: Freistaat Bayern, [ˈfʁaɪʃtaːt ˈbaɪɐn] (listen); Bavarian: Freistoot Boarn), is a federal state in the south-east of Germany. With an area of 70,550.19 square kilometres (27,239.58 sq mi), Bavaria is the largest German state by land area, comprising roughly a fifth of the total land area of Germany. With over 13 million inhabitants, it is second in population only to North Rhine-Westphalia, but due to its large size it is one of the least densely populated states. Bavaria’s main cities are Munich (its capital and largest city and also the third largest city in Germany), Nuremberg, and Augsburg.
The history of Bavaria includes its earliest settlement by Iron Age Celtic tribes, followed by the conquests of the Roman Empire in the 1st century BC, when the territory was incorporated into the provinces of Raetia and Noricum. It became a stem duchy in the 6th century AD following the collapse of the Western Roman Empire. It was later incorporated into the Holy Roman Empire, became an independent kingdom after 1806, joined the Prussian-led German Empire in 1871 while retaining its title of kingdom, and finally became a state of the Federal Republic of Germany in 1949.
Bavaria has a unique culture, largely because of the state’s large Catholic plurality and conservative traditions. Bavarians have traditionally been proud of their culture, which includes a language, cuisine, architecture, festivals such as Oktoberfest and elements of Alpine symbolism. The state also has the second largest economy among the German states by GDP figures, giving it a status as a rather wealthy German region.
Source: Bavaria, https://en.wikipedia.org/w/index.php?title=Bavaria&oldid=1054522058 (last visited Nov. 11, 2021).