270 GmbH created mainly in the services industry

Pierre-Yves the Bot is Director Chereau SAS financial, French manufacturer of refrigerated trailers. It is poised to add to his duties as Manager of the "Chereau GmbH", the German subsidiary during the registration. Norman Group will continue its development to German by transforming its commercial office in a GmbH with a capital of 100,000 euros. "This will reassure German customers see"gmbh"on the card of our commercial," says the leader. Another argument, this form of company "a virtue to be light and variable geometry for the development of the company".

1 Choice better than the simple branch

In the German law of corporations, the "gesellschaft mit beschränkter haftung" is the ideal legal vehicle for an investor, including under the simple branch. The GmbH "provides great flexibility in the rules of organization and functioning of society." "It is important from the point of view of a foreign group seeking to establish or strengthen its presence on German soil and have a direct influence on the management of its subsidiary," says Oleg de Lousanoff, counsel to the firm Hengeler Mueller in Frankfurt and co-author of a book devoted to the GmbH (1).

As a subsidiary of a foreign SME, the GmbH is the more often a one-man show. This will be the case in a first time for the subsidiary of the Group Chereau. At the other end of the scale, the giants of the CAC 40 - Accor, Vivendi, Lafarge - have also adopted this legal framework for their presence in German. This form of society reflects all of the fabric of the Germany companies characterized by medium-sized family capital structures. About 80 of GmbH are either one-person or family, the more often with associated spouse. No wonder that more than half (55) GmbH realize less than 500,000 euros turnover, when 1 only exceeds 50 million.

2. A step before the limited company

It may also happen that a GmbH turns into AG to meet its financing needs, or to gain autonomy. It is this last reason that Opel, a subsidiary of General Motors, just return to the status of AG, abandoned in 2005 for GmbH. The representatives of the employees have demanded this transformation in the profound restructuring of the mother house. It appears that in an AG shareholders have not legally the possibility to influence the direction of the company, unless special provisions. While in a GmbH, the partners may give instructions to the management. Critics have certainly not missed to GmbH, in particular the rigid rule related to the conservation of a minimum capital. A reflection of the very protective German law of creditors.

3 Serious English competition

Also, competing form of GmbH in Britain, the Limited Company (Ltd), obtained a huge success with Germans is serving box for letters to cover an activity carried on in Germany.

The very short time of incorporation that it requires in addition, the Limited Company has the advantage of requiring virtually no social capital Foundation. Several decisions of the Court of justice of the European communities between 1999 and 2003 have reinforced the freedom of establishment within the Union and paved the way for a form of legal "shopping". Subsequently, between 10,000 to 15,000 creations of "Ltd" of German origin have been recorded every year, constituting a serious brand of disinterest in the GmbH. The German legislature would respond by adopting in the fall of 2008 a major reform, the MoMig, which established the "mini GmbH" with a capital at 1 euro.

The success is proven, as end of 2010 on smallpox mini 44.270 GmbH, created mainly in the services industry. The use of the "Limited Company" decreased at the same time. The 40,000 German creations recorded between 2004 and 2008, there are still active 20,000 at end of 2008. The Germans will be able to celebrate as he should next year the 120 years of the creation of the GmbH and take advantage of the Hungarian Presidency to push the record of the European limited liability company.