Depending on the country, a company may be incorporated in as little as 4 days and up to a maximum of 30 days. In order to expand a business to the EU, or move a company from one member country to another one, it is important to know the necessary formalities that must be undertaken.
GERMANY. If a company is already set up and the intention is to establish a foreign subsidiary, or a new firm abroad, Germany may be an attractive destination. The most common legal form in Germany is the Limited Liability Company abbreviated GmbH (Gesellschaft mit beschränkter Haftung). The German Limited Liability Company was the first of its kind, and thus, inspired similar corporations around the world, including the LLC in the United States. For the incorporation of a LLC, a minimum capital of 25,000 euros must be deposited. The application for a company registration is made at the Trade Registry of the territorial jurisdiction where the company will be incorporated.
AUSTRIA. To start a business in Austria, one may opt for a small company as a sole proprietor, or a Limited Liability Company. Irrespective of the choice, the first stop should be the Chamber of Commerce for further clarifications about legal and financial procedures related to establishing a business. For example, to set up a Limited Liability Company, the share capital must be at least 35,000 euros, half of which must be deposited as cash in the account of the newly formed company. Moreover, at least one of the responsible persons from the newly formed company’s management extending from another EU Member State must be resident in Austria. The first step in setting up such a company is to complete a statement which is issued by the Chamber of Commerce. Also, a confirmation is needed from the bank proving that one has at least 17,500 euros, i.e. half of the minimum subscribed capital. The process of registering an Austrian entity with the local court (Handelsgericht) followed by the publication of the company formation announcement in the Wiener Zeitung (the official publication used by the Government of the Republic of Austria for its formal announcements) may take around seven days and consists in submitting an application for registration along with the notarized statement of formation, the articles of incorporation, the bank confirmation certificate (proving that the minimum required capital was deposited), and the specimen signatures of the Managing Board of Directors.
CZECH REPUBLIC. Foreigners can do business in the Czech Republic under the same conditions and to the same extent as citizens of this country if the headquarters is located in the Czech Republic. Depending on how much money one has, one can set up, for example, a Limited Liability Company (Společnost s Ručením Omezeným- S.R.O.) – minimum capital is 6,700 euros, with a minimum rate of participation in investment of 650 euros, or a joint venture stock – with the minimum subscribed capital of 67,000 euros. The company registration file to be submitted with the Trade Registry must include the commercial license, the statute, the deposit certificate from a Czech bank confirming the deposit of the minimum subscribed capital, and the proof of lease for the headquarters.
FRANCE. Duration for setting up a Limited Liability Company in France may vary from 4 to 25 days. In France, it is possible to establish Individual Enterprises, Limited Liability Companies, Joint Stock Companies, and Collective-Name Companies. The good news is that when establishing the first two types of companies, there is no minimum capital required and the share capital may be freely determined by the shareholders. To set up one of these types of companies, one should contact the Trade and Companies Registry, namely, the administrative department (Centre de Formaliés des Enterprises) and the Commercial Court (Greffe du Tribunal du Commerce).
SPAIN. Except for the defense industry, in Spain, it is possible to invest in any sector. For setting up a company in Spain, one has to know that the most popular types of companies are the anonymous companies and Limited Liability Companies (S.L. – sociedad limitada). In the first case, the minimum capital is 10,000 euros, but for a Limited Liability Company the minimum share capital is about 3,000 euros. A notary shall register the Company with the Tax office (Hacienda), acquire the Company’s Tax number and register the company with the Spanish Trade Registry (Registro Mercantil).
ITALY: Italian subsidiaries of foreign companies must make public their statements and accounts according to Italian law and must meet certain specific conditions. The minimum capital for setting up a Limited Liability Company is 10,000 euros and for a joint corporation is 100,000 euros. These are the most popular types of companies in Italy, the liability of the shareholders being thus limited to the amount contributed to the share capital. The company must be registered with the Italian Trade Registry only after at least a quarter of the share capital is deposited in a bank account. The company’s bylaws (Statuto) which are drafted and executed before a public notary by the quota holders or their approved representatives based on standard forms must be submitted with a court that can certify all information contained therein. The company stock has legal status and is considered established only after being registered with the Trade Registry in Italy.
BELGIUM: To start a business in Belgium, one can choose between several forms of organization: Joint Stock Companies, Private Limited Liability Companies, Limited Partnerships or Corporations. The most convenient form of business which can be incorporated in Belgium is the BVBA/SPRL – private limited liability company (Société Privée à Responsabilité Limitée), a form of business designed for small and medium businesses. The Belgian BVBA is formed by at least one member with a share capital of 18,500 euros (6,200 euros shall be paid upon incorporation, if there are more than one member and 12,400 euros shall be paid upon incorporation if there is only one shareholder). The capital of a Belgian BVBA is divided into shares which may be publicly traded if the consent is given by at least half of the shareholders representing three quarters of the capital. A BVBA in Belgium must be registered before starting its legal activity. For that matter, a copy of the articles of incorporation must be submitted with the local Trade Registry in order for the company to be published in the Belgian Official Gazette. The Registry will also issue an enterprise number for the BVBA in Belgium.
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