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Limitation of Liability?
The great, tempting advantage of a Limited is that liability is here, as in the case of a limited liability company, restricted to private assets. However, there are limitations: As a director of a Limited, you have to be personally liable for certain breaches of duty. This restriction of liability applies only to contract partners.
So it can help people who can not pay their bills anymore. The assertion, however, that self-employed persons could limit their liability for the consequences of mistakes is simply wrong: anyone who inflicts damage to another due to gross negligence is liable for this with his full private capacity - regardless of the legal relationship he has committed the mistake ,
Costs and obligations in Germany
After all, you do not need 25.000 € deposit capital, as with a limited company, but initially only 2 pounds. Nevertheless, the Limited is only worthwhile for those who already planned to green a limited company. For small entrepreneurs, a limited company still has some disadvantages:
- Just like the limited liability company, the Limited is a corporation and thus subject to commercial taxation, even if it is operated by freelancers. However, as a commercial sole trader, a person who is already a commercial sole proprietor is much more likely to pay than a limited company, because there is no exemption and a deductibility of the trade tax on income taxation as for individual entrepreneurs and the GbR:
- Here, from the first earned Euro, depending on the municipality 10 - 24,5 percent commercial tax is due on the profit! As a corporation, the Limited is also subject to corporation tax. As a corporation, the Limited is finally obliged to keep accounts.
- Instead of the simple income statement, which allows freelancers and small businessmen to make a profit of 30.000 Euro per year, they have to calculate their profit with double bookkeeping and balance sheet. Anyone who is insured through the artist's social insurance fund may also be the owner of a limited company - in the specific case, one has to disagree with the KSK in advance.
Costs and duties in England
Then there are still a few additional costs in England on a limited company: you need an apostille (diplomatic certification) for the registration of a Limited in Germany. It is required for all administrative functions in Germany.
For example, to register the company with the commercial office and to register in the commercial register. Or when opening a bank account (costs about 20 Euro).
They need the following notarized documents for the establishment of a Limited:
- the Certificate of Incorporation (Certificate of Incorporation)
- an extract from the Commercial Register (Current Appointment Report)
- the Memorandum and Articles of Association of the Company (Memorandum and Articles of Association)
- and the report on the allocation of shares (Allotments of Shares).
- You will also need a certified translation of all the founding documents (costs from 29 Euro).
English company law requires a company secretary, a person of flesh and blood, who manages your limited company (costs approximately 120 Euro). The place of business of the Secretary must be in England or Wales.
And you need a Registered Office on the island. An address where the English authorities use the Company reachable. Many vendors provide only a mailbox and no office, in which really someone is to be found.
In addition, you need:
A registered office in the UK where the mail can be delivered and where all the important documents of the company have to be kept - including all important accounting documents that are older than half a year.
You will have to submit a year of important annual data to the English company register as well as the accounts, which is a business report, the balance sheet and a profit and loss account. Additional fees will then be charged for these obligations. However, the companies that help with the start-up usually only cover the start-up costs, but not these running costs.
Caution Sanctions for violations
After all, you must expect a series of sanctions if these rules are not complied with. Those who do not comply with the deadlines of the British authorities quickly land on a so-called black list. In any case, penalties of up to 5.000 pounds are due.
In the worst case, the Limited is simply canceled by the authorities. It ceases to exist. Whoever works with a deleted Limited in Germany will inevitably get problems.
For these reasons, it is necessary to caution against companies which offer limited-term foundations without mentioning the numerous duties of such a company in England.
If you want to set up a limited company, which is often not the reputation and trust of a limited company in Germany, you should always contact a serious specialist who has the requirements of English corporate law and has a trustworthy partner and the Limited in England properly administered.
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