Official : come back of Alfa Romeo in the USA

[simonepietro]

new engine not realy alfa romeo(1900-2.200 cc):



her father:

[Pepe Le Pew]

Hello together !

I am from Germany and I would like to explain the forms of business organization in Germany. Since their in the last two contributions told I could for clearing-up provide here.

1. OHG, GmbH, KG, Ltd.

The legals form in the overview

Who creates alone or with partners an enterprise, its enterprise to umfirmieren or simply only estimate would like, what is behind the Firmierung of a business partner or a competitor, which should itself be versed at least with the legals form for enterprises, usual in Germany.
Here the overview to retain is however not completely simple, not only, because some kinds of enterprise are very similar, but also, because - like so often - the devil is in the detail.
In principle everyone has the free choice, for which legal form it decides during an establishment of an enterprise. However the possibilities placed from the legislator to the selection are subject to different legal regulations, which must be kept.

Small and private firm

Most humans become simple by the fact the entrepreneur that you announce a trade. That can be done relatively fast and simply and is not connected also with excessively high costs. They need neither a prescribed starting capital, nor you are obligated to be able to be registered in the trade register. That changes only if your conversion, your operating ability and the number of your coworkers achieved a determined border. Then you must register yourselves among other things in the trade register and with your business correspondence by the additive "e.K." make attentive on the fact that you are active as a registered buyer.
The disadvantage in both cases: If somewhat inclined goes, cling with your private possession.

Free occupations

As self-employed persons you have it still more simply: They do not even have to announce and not be subject a trade also to the trade tax. Under the criterion of the freelance activity mental or creative work falls. Therefore among the free occupations rank for example journalists or translators, in addition, physicians or other occupations of welfare and attorneys, notaries, tax counsel as well as architect and engineers.
The demarcation between manufacturing ones and self-employed persons is often not simple, because there are overlaps - thus self-employed persons, who attend to also commercial activities beside your creative work. In this case also they must announce a trade.

Society of civil right (Gemeinschaft bürgerlichen Rechts = GbR)

If you would like your enterprise not alone to create, but with one or more partners together-do, you can announce your enterprise as GbR.
Also here you must neither a determined starting capital show, nor in the trade register to be registered be able. Actually you do not have to put times a written contract on. Since however also with a GbR everyone clings with its private possession, a written adjustment of the agreements is recommended.

Open commercial company (Offene Handelsgesellschaft = OHG)

The OHG is the counterpart to the GbR and to the "registered buyer." That means: Two or more partner unite and let your enterprise in the trade register register. Accordingly also here the foundation charges are small, a minimum capital are not prescribed. However the partners cling also here with your entire private possession.

Limited partnership (Kommanditgesellschaft = KG)

Also the KG is an unincorporated firm. For KG one needs at least two parties: a complementary, in the management are appropriate for its competencies and a limited partner, who brings itself financially into the company.
The limited partner clings only in the height of his insert. They as complementary however cling with your private possession - it is, you is at the same time complementary and limited partner, which is possible and is even recommended.

Also the KG must be registered in the trade register.

Limited company (Gesellschaft mit beschränkter Haftung = GmbH)

In contrast to the legals form presented so far the GmbH is not a society, in the persons united - thus an unincorporated firm -, but its own legal entity - a finance company.

In order to create a GmbH, one needs a minimum capital stock of 25.000 euro - more is naturally possible. This capital stock, which must be deposited into the firm account, is at the same time also the adhesion capital. The GmbH managing directors do not cling thus with your private possession - actually. To be responsible because as soon as the GmbH needs a bank credit for example for the financing of investments, these by the credit institutes mostly granted only if you are ready, for it also privately - and it already is with "limited liability" again past.

Even if it is more aufwaendiger, a GmbH to base as a GbR, then is the GmbH in the Federal Republic nevertheless the most popular legal form.

One-man GmbH

Also an one-man operation can be led as GmbH. In addition you must be able to be registered under the criteria specified above in the trade register. The advantage: You cling also here in the case of the cases only with the existing corporate assets.

GmbH & CO. KG

This combination of the GmbH and the KG functions in reason exactly the same as the limited partnership, only that here a GmbH appears as Komplementaerin - which has to cling also after the defaults of the GmbH.

The profits, losses and also the powers of decision are distributed after the respective fortune inserts.

Private Limited company (Ltd.)

The British legal form "private Limited company" (abbreviation: Ltd..) is a finance company, at which also ever more German enterprises favours find. It is comparable in principle with the GmbH, is characterised however by the simple and unbureaucratic establishment possibility and the small starting capital. For the establishment one does not even have to possess the English nationality. It requires only a partner (Shareholder), a managing director (Director) and a secretary (Secretary), whereby the Director also additionally the function of a Shareholders or a Secretary take can, and thus already two persons for an establishment are sufficient. The rules are simple: One creates in England or Wales an enterprise and can - due to the freedom to establish residence of the European union - its seat to Germany shift. Functioned in writing and there are meanwhile even on-line agencies, which settle all paper stuff for you within 48 hours. Before the business admission in Germany a registration of a trade is necessary at the Chamber of Commerce and industrie or also at the chamber of trade. The Ltd. is taxed after German right. All resulting documents must however in English language drawn up, which balances are provided even doubly. That brings naturally substantial costs and expenditures with itself. In addition you have to always do it when changes or in the controversy with the English authorities.

Limited & CO. KG

Like the GmbH & CO. KG is also the Limited & CO. KG a combination from two different legals form. Here it concerns a German limited partnership, at which the British Limited company is used as complementary.
2. AG is the German abbreviation for "Aktiegesellschaft = corporation".

General information

In a corporation (AG) the corporate assets (capital stock) are divided into portions - shares -. The partners, shareholders mentioned, are thus involved over the purchase by shares in its capital stock. The AG ranks like the GmbH (limited company) among the finance companies and is the preferential company form for large-scale enterprises. Companies are a group from several corporations.

Important over the establishment

Around a corporation to base it requires one or more persons, who take over all shares against inserts and contractually to the establishment commit themselves. According to law on limited companies (Aktiengesetz = AktG) the capital stock of an AG must amount to at least 50.000 euro - divided into shares, understands itself. Here one differentiates between the nominal amount and piece shares. The minimum nominal amount of the nowadays less common nominal amount share amounts to 1 euro. A piece share embodies against it a computational portion of the capital stock of an AG.

The articles of association, also called statute, must be recorded by the notary. As soon as the AG is registered in the trade register, it becomes the legal entity and the shareholders are relieved of their personal adhesion. By the sales of shares the AG takes money and distributes at the same time the risk. Creditors of a corporation - thus humans or enterprises, who the AG owes money - can fall back to the entire fortune of the AG, not however to the private possession of the shareholders.

By later capital increases a corporation can provide additional incomes for example of investments. This is done via expenditure of further shares, the emission in such a way specified.

Of which organs does an AG consist?

Organs of a corporation (AG) are the general meeting, the executive committee and the supervisory board. The general meeting (terminal organ) consists of all shareholders. By the participation in the general meeting these exercise their rights. Thus the members of the supervisory board are selected, which end-of-year procedure authorized or it decided on amendments of the by-laws. A right to information, dividend (part of the balance profit, whose height in the general meeting is specified, stands for all partners) as well as if necessary on portions of the liquidation proceeds (on dissolution of the AG) too.

The executive committee (leading organ) leads the AG and consists of one or more persons. With several members of the board the supervisory board determines a chairman of the board. In the fundamental adjustment of its work the executive committee is controlled by the supervisory board, in individual cases is it however not instruction. It represents the corporation outward, calls up the general meeting and has the power to direct.

The supervisory board (supervising organ) supervised, like the name already betrays, the executive committee activity, examines the end-of-year procedure and represents the AG opposite the members of the board. It is besides for the appointment and recall of the executive committee responsibly. The supervisory board sits down from representatives of the shareholders - as the shareholders - and in Germany mostly also from representatives of the employees together (law of codetermination).

About "small corporation"

Actually there is no "small corporation" as new company form. The legislator wanted in 1994 amended law on limited companies only also for small and medium-size enterprises an incentive for the establishment of an AG to create. Since then for example the establishment of one-man is permitted, besides it are among other things the summoning and holding of the general meeting simplified. Actually one does not differentiate AGs, whose shares are not acted at the stock exchange at corporations only between quoted and quoted, thus.

Worth knowing

In the Germany AG in such a way specified many corporations are connected by participation. The Federal Government tried to change this, by placing profits from the sales of enterprise participation taxfree. The first corporation of the world was the "united one eastIndian company" in Amsterdam. The Dillinger hut became with permission Napoleon the first German AG.

Now "ALL CLEAR" ;o)

Greetings from Germany
Pepe Le Pew

PS. Now I am verry This was hard work for today!

soo...? any actual news about alfa coming back to the US or not?

[Stefanel1]

Indeed, I don't really see the pertinence of the message... even if it's interesting....

Well, concerning the subject, it is official, Sergio Marchionne has announced this April that Alfa Romeo will come back in the USA, after 10 years of absence, at the end of 2007. The Alfa Romeos will be sold in the dealer network of Ferrari Maserati.

Now, it's official !

[Ran]

Sounds good! I wonder how well they'll do in the American automobile market. I guess only time will tell.