German Sole Proprietorship (Einzelunternehmen)
Choosing the adequate legal form for doing business in Germany is the first step to success. The sole proprietorship (Einzelunternehmen) is the simplest form of a commercial or business activity in Germany. This legal form is generally chosen by small companies or also persons with an ancillary trade.
From a German perspective, freelancers are also a type of sole proprietorship (self-employed).
Founding an “Einzelunternehmen”
A sole proprietorship must be registered for tax purposes at the jurisdictional tax office. Additionally, it must be registered as a local business at the jurisdictional local business office.
Entry in the Companies Register is voluntary. However, please note that if a sole proprietorship is entered into the Companies Register, it is subject not only to the German civil law of the German Civil Code (BGB) but also to the stricter regulations of the German Commercial Code (HGB).
Registration at a Chamber of Commerce or another public institution depends on the activity planned in Germany and the size of the company and, can be omitted in some cases which is why an individual assessment is always necessary.
No minimum capital is necessary. After founding, the business must be registered for tax at the jurisdictional tax office.
Management
Since this is in fact not a company and the entire business assets are owned by a single natural person, the sole proprietorship is always managed by the owner, i.e. all final decisions are made by him.
However, it is possible to employ not only “normal” employees but also managers or authorised signatories who can then be entrusted (with parts) of the company management.
Liability
A sole proprietorship has no limitation on liability at all which means the sole proprietor with his entire business assets and private assets is liable for all business obligations. This also applies, for example, if only the business assets are in Germany whereas the owner’s private assets are located in another country.
Taxation
In Germany, profits gained through a sole proprietorship are considered commercial income and, as such are subject to income tax, the solidarity surcharge, and local business tax.
If the sole proprietorship makes income from self-employed activity (e.g. engineers, lawyers etc.) then the obligation to pay local business does not apply. It is not always possible to differentiate immediately and without a doubt between commercial and self-employed activity. Therefore it should be thoroughly assessed before beginning with the business activity.
Tax on turnover (VAT) is handled in Germany essentially independently of the company’s form and is explained in more detail on a separate page.
