Company foundation in Germany with a bank account abroad?

Germany: When opening a bank account it is possible to avoid strict internal bank guidelines simply by applying the law. The problem is familiar: a foreign company would like to establish a new corporation or a branch in the form of a German Gesellschaft mit beschränkter Haftung – but the bank will not allow the manager of the company in formation to open a bank account – relying on internal guidelines – as long as the manager has no place of residence in Germany or is a shareholder.

In that case, the question arises how opening a bank account can be achieved without involving the shareholders, who usually also have their residence abroad, so that opening the bank account fails due to time constraints and for organizational reasons. The answer to that question is as simple as it is unknown and should be taken for granted with regard to German legislation and the aim of the European Union. The manager is allowed – as long as it not forbidden by foreign legislation – to open a bank account in the country of his or her residence, although the company will be founded and registered in Germany. 

Although there is no explicit legal rule to that effect, this solution compulsorily follows from § 7 sub. 3 GmbHG. Thus, the only requirement for the amount which has to paid in as a minimum deposit according to § 7 sub.2 GmbHG is that the amount is at the free disposal of the manager and the manager confirms this according § 8 sub. 2 sentence1 GmbHG. There is no legal rule, in the case of a cash contribution, that the minimum deposit has to be paid into an account with a German bank.

The wording of § 7 sub.3 GmbHG gives no conclusion for further requirements regarding the minimum deposit. As long as it is ensured that the minimum deposit is at the free disposal of the manager, the fact that the minimum deposit is paid into a bank account abroad cannot be raised against registration in Germany.

This means that paying the minimum deposit into a bank account abroad is not only in line with the law but also significantly eases the situation where the manager has no residence in Germany and the shareholders can only open a bank account in Germany with considerable effort.

Note: As the above mentioned alternative is frequently not common to the officials of the register court, it should be clarified with the register court in advance.

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