Limited & Co. KG
The Ltd. & Co. KG (or Limited & Co. KG) has some interesting advantages compared to the “traditional” GmbH & Co. KG, and to the German branch of the general English Ltd. Therefore, this legal structure is relatively common – at least with appropriate professional advice.
The Limited & Co. KG is an English and German mixed company.
The Ltd. & Co. KG is a limited partnership (KG) which unifies the advantages of the English limited liability company (Ltd.) with the legal form of the German limited partnership, the KG.
A limited partnership (KG) always consists of one general partner (Komplementär) (who is liable with its complete asset) and/or has several associate members (Kommanditisten), who are liable with only the amount of the capital deposited into the company, that is their responsibility is limited to a certain amount.
The general partner is usually not a natural person but the English Limited itself.
The aim of this form of company form is usually to reduce or completely exclude the financial and personal responsibility of the natural persons in the company.
Advantages of the Limited & Co. KG compared to GmbH c Co. KG
- For the establishment of the Limited there is no stipulated capital share in contrast to the GmbH. The limited may be established with one GBP while for the registering of the German GmbH at least 25 000 euros share capital is needed. If the GmbH is established by at least two company members, then it may be registered into the company register by paying half of the share capital (€ 12 500).
- It is much easier and faster to set up the Limited than to establish a GmbH
- In case of any modifications to the articles of association of a GmbH, a notarial certification is needed, not like in case of the Limited
- As the Limited itself is only a legal entity inside the Limited partnership, the real decision-maker, thus the Limited is present as at the German market as a non-trading company, therefore its reporting and bureaucratic obligations are fairly reduced.
The content of the package included in the price:
- UK Limited registration costs
- Ensuring the registered office of the English company, paid for one year
- Providing the company “Secretary”, English secretary-administrator for one year
- English company registering at the English authority
- Company register extract in German and in English languages
- Memorandum and Articles of Association (for bank account opening, registering into the company register as Limited Co. KG)
- Certificate of Director (on the registering of the director) with apostille certification in German and English languages
- or: a certification of an English notary certified by an apostille
- Certified translations by translators appointed by the court
- Providing a contract sample for members of the limited partnership
- Writing of announcement for the notary
- Signature certification by a notary
- Writing the announcement to the German commercial court
- Bank account opening
What does not the incorporation fee contain?
- The notary’s charge
- Stamp duty of the court of registration
The court registration generally registers the enterprise within 2-4 weeks.
We provided as needed (for extra charge)
- headquarters and office address
- accountant and tax adviser
- several office services
- official and certified translations at a reasonable price
The client is the company owner and the director at the same time, its condition is the good creditworthiness.
For the establishment of the English Limited these are necessary:
- appointing a director and an owner, (the two can be the same person as the director in the limited) and at the same time owner in the % apportionment of the shares
For the establishment of the German KG (Kommanditgesellschaft) these are necessary:
- one or two founding member as owner, it may be on or both of the members being in the English limited.
- The client is the company owner and the director at the same time, its condition is the good creditworthiness.
- Furthermore, the owner of the KG may be a legal entity, that is local or foreign company, too.
Annual maintenance cost in England: € 299.00
- Providing a Secretary
- Registered company office
- Submitting an Annual Return in an electronic way to the Companies House
- Zero balance – DCA form (submission in an electronic way to the Companies House)
- Requesting for English tax exemption (inland revenue)